EcoBiotics Limited, in the matter of EcoBiotics Limited (No 2)

In the Federal Court of Australia, the matter of EcoBiotics Limited, in the matter of EcoBiotics Limited (No 2) involved an application for the approval of two related members’ schemes of arrangement. The schemes aimed to merge the businesses of EcoBiotics Limited and QBiotics Limited, leading to the consolidation of their ownership into a new entity, QBiotics Group Limited. The proposed merger involved issuing shares in QBiotics Group Limited to the shareholders of EcoBiotics Limited and QBiotics Limited according to specific ratios. The application required the satisfaction of several legal criteria, including the attainment of statutory majorities at scheme meetings, compliance with court orders, and the absence of objections from the Australian Securities and Investments Commission.

The court had to decide whether the statutory majorities were achieved at the scheme meetings, whether there was compliance with the orders made at the first hearing, and whether the Australian Securities and Investments Commission had any objections to the schemes. The evidence presented included affidavits from key individuals associated with EcoBiotics Limited and QBiotics Limited, as well as letters from the Australian Securities and Investments Commission indicating no objections. The court also had to consider whether the schemes might offend public policy in any way. After reviewing the evidence and arguments, the court concluded that there was no indication that the schemes would offend public policy.

The court approved the schemes and made orders pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth). The orders included approving the scheme of arrangement, requiring EcoBiotics Limited to lodge a copy of the approved scheme with the Australian Securities and Investments Commission, exempting EcoBiotics Limited from compliance with s 411(11) of the Act, and making no order as to costs. These orders were to be entered forthwith, as per Rule 39.32 of the Federal Court Rules 2011.