Probiotec Limited, in the matter of Probiotec Limited

Probiotec Limited applied to the Federal Court for orders convening a meeting of its members to consider a proposed scheme of arrangement by acquisition of shares. The court was required to decide whether the procedural requirements for convening the meeting had been satisfied and if the scheme was fair and appropriate enough to be put before the shareholders. The court examined the details of the scheme, the consideration offered, and the manner in which the meeting would be conducted. The court concluded that the procedural requirements had been met and that there was no reason to prevent the scheme from being put to a vote by the shareholders. The court ordered the convening of the meeting and specified the method of communication with shareholders, the conduct of the meeting, and other procedural matters.

The court also considered the fairness of the scheme and concluded that it was not so unfair or inappropriate as to warrant refusal at the approval hearing. The scheme offered a premium over the share price and allowed for certain dividends without affecting the consideration. The court was satisfied that the shareholders would be properly informed about the scheme and that the scheme was likely to gain approval if passed by the necessary majorities. Therefore, the court granted the orders convening the meeting and related matters, subject to certain conditions and compliance with the Federal Court (Corporations) Rules 2000 (Cth). The further hearing of the originating process was adjourned to another date and time.