Re ABB Grain Ltd

The case of Re ABB Grain Ltd involved an application by ABB Grain Ltd for an order convening a meeting of its members to consider a proposed scheme of arrangement under section 411(1) of the Corporations Act 2001 (Cth). The scheme involved ABB Grain becoming a wholly owned subsidiary of Viterra. The primary legal issues before the court were whether the procedural requirements were met, whether the scheme was fair and reasonable, and whether the scheme was proposed for an improper purpose, such as to avoid the provisions of Chapter 6 of the Corporations Act. The shareholders had already approved the scheme, and the court was asked to approve it under section 411(4) of the Act.

The court considered the evidence and submissions regarding the scheme's fairness and reasonableness, as well as the procedural compliance. It noted that the scheme involved significant costs and benefits to the parties involved and that there was no evidence suggesting that the scheme was proposed for the improper purpose of avoiding the operation of any provisions of Chapter 6 of the Act. The independent expert, KPMG Corporate Finance (Aust) Pty Ltd, opined that the scheme was fair and reasonable. The court also considered the impact of the revised earnings guidance by ABB Grain, which did not affect the fairness of the scheme.

The court concluded that all procedural matters were complied with, the scheme was approved by the required majority, and it was fair and reasonable. The court granted the application, approved the scheme, and made related orders to convene the meeting of shareholders and approve the explanatory statement. Subsequent orders approved the scheme, exempted ABB Grain from certain compliance requirements, and noted the intention to rely on an exemption under the Securities Act 1933 of the United States of America.