Heartware Limited, in the matter of Heartware Limited

Heartware Limited, an Australian corporation, sought court approval for three separate schemes of arrangement involving its members, option holders, and performance rights holders, under section 411(4)(b) of the Corporations Act 2001 (Cth). Additionally, the company sought exemption from certain disclosure requirements under section 411(12) of the Act in relation to these schemes. The case was heard and determined by the Federal Court of Australia.

The court was required to determine whether the proposed schemes of arrangement were fair and reasonable, and whether the exemptions from compliance with the disclosure requirements were justified. The fairness and reasonableness of the schemes were assessed by considering the benefits and detriments to the respective classes of members, option holders, and performance rights holders, as well as the overall fairness of the arrangements to the company and the protection of minority interests.

In its reasoning, the court found that the proposed schemes of arrangement were fair and reasonable for all affected parties, taking into account the commercial and financial aspects of the arrangements. The court also determined that the exemptions from compliance with certain disclosure requirements were justified, as the necessary information had been made available to the relevant parties in other ways. As a result, the court approved the schemes of arrangement and granted the exemptions as requested.

The court's final orders approved the three schemes of arrangement between Heartware Limited and its members, option holders, and performance rights holders, and exempted the company from certain disclosure requirements in relation to these schemes. The court also noted that HeartWare International, Inc would rely on the exemption from registration under section 3(a)(10) of the United States Securities Act of 1933, based on the Court’s approval of the schemes of arrangement.