Fairfax Media Limited, in the matter of Fairfax Media Limited (No 2)

The applicants, Fairfax Media Limited and its shareholders, sought approval of a scheme of arrangement whereby Nine Entertainment Co would acquire all of the issued capital of Fairfax Media Limited. Objectors to the scheme were Mr Catalano and Aurora Investments Pty Limited, a company controlled by Mr Catalano. The scheme was to be approved by the Court pursuant to the Corporations Act 2001 (Cth). The Court was required to determine whether the Court should exercise its discretion to approve the scheme. This involved determining whether the scheme was fair and reasonable to Fairfax shareholders; whether the scheme had been properly brought before the Court; whether there was full disclosure to Fairfax shareholders of all information material to their decision whether to vote in favour of the scheme; and whether the scheme would oppress minority shareholders or offend public policy. The Court concluded that the scheme should be approved because the statutory majorities had been achieved; there was no evidence that the result of the meeting would have been different if something was known about the instructions given to the attorneys; and the scheme was fair and reasonable to Fairfax shareholders.

The Court was satisfied that the scheme met the statutory requirements and the Court should exercise its discretion in favour of approval. The Court approved the scheme and exempted the plaintiff from compliance with section 411(11) of the Corporations Act. The Court made these orders on 27 November 2018. The Court ordered that entry of these orders be dealt with in accordance with Rule 39.32 of the Federal Court Rules 2011.