EcoBiotics Limited, in the matter of EcoBiotics Limited

EcoBiotics Limited and QBiotics Limited applied for orders to convene meetings of their respective members to approve two interconnected schemes of arrangement. The Court was required to determine whether the schemes were bona fide, properly proposed, and met the statutory requirements for approval. The schemes sought to merge the companies through a newly formed entity, QBiotics Group Limited, by issuing shares in the new entity to existing shareholders of EcoBiotics and QBiotics.

The Court considered the evidence provided by the applicants, including affidavits from directors, legal counsel, and an independent expert. The Court was satisfied that the schemes were bona fide and properly proposed, with adequate disclosure provided to shareholders. The Australian Securities and Investments Commission (ASIC) had been given an opportunity to review the schemes and did not oppose the applications. The Court found that the schemes met all procedural requirements and were likely to be approved if the members agreed to them.

The Court granted the applications, ordering the convening of meetings for the shareholders of both EcoBiotics and QBiotics to consider and vote on the proposed schemes. The Court also ordered the publication of notices of the scheme meetings and set a date for the hearing of any application to approve the schemes. The orders ensured that the shareholders would receive proper disclosure and have an opportunity to vote on the proposed arrangements.