MYOB Group Limited, in the matter of MYOB Group Limited

MYOB Group Limited, in the matter of MYOB Group Limited, involved an Australian listed public company limited by shares, MYOB, which provides cloud-based business management solutions. MYOB agreed to propose and implement a scheme of arrangement (the "Scheme") pursuant to an agreement with ETA Australia and ETA Asia Holdings II Pte Ltd (collectively, "ETA"). The Scheme involved the acquisition by ETA Australia of all the shares held by MYOB shareholders who are registered in MYOB's share register as holders of Scheme Shares as at the "record date". The consideration in connection with the Scheme was that all Scheme Shareholders would receive $3.40 cash per Scheme Share. The Court was required to decide whether to grant an adjournment of the first court hearing, whether to allow Manikay Partners LLC to be heard and inspect documents without becoming a party, and whether to order MYOB to convene a meeting of its members and distribute an explanatory statement. The Court found that an adjournment was not appropriate, as the Scheme was not complex, it was inappropriate for one shareholder to receive the explanatory statement prior to market release, and the independent expert was genuinely independent. The Court also found that the issue of whether to approve the Scheme was appropriate for the second court hearing, and there was no claim of lack of utility in convening the meeting. The Court dismissed the application for an adjournment, but allowed the applications for leave to be heard and to inspect documents filed. Pursuant to s 411(1) of the Corporations Act 2001 (Cth), MYOB was ordered to convene a meeting of its members for the purpose of considering, and if thought fit, agreeing to the Scheme. The Scheme Booklet was approved for distribution to the MYOB Shareholders, and the Scheme Meeting was held at 3.00 pm (AEST) on 17 April 2019 at Level 8, 45 Clarence Street, Sydney in the State of New South Wales.