Re Asaleo Care Limited

Asaleo Care Limited sought leave to convene a meeting of its members to consider a proposed scheme of arrangement under section 411(1) of the Corporations Act 2001 (Cth). The application was brought before the Court, which needed to determine whether the proposed scheme was appropriate for consideration by the company’s members and if it was a commercial proposition likely to gain the Court's approval if passed by the necessary majority. The key issues before the Court included the appropriateness of the scheme, the adequacy of the scheme booklet, and the compliance with statutory requirements for convening the meeting. The Court concluded that the scheme was appropriately structured and disclosed the necessary information, and that the scheme booklet was sufficient for the purposes of member information and decision-making. The Court found that the scheme was not inappropriate and was a commercial proposition that sensible business people might consider beneficial to its members. Therefore, the Court granted the application, allowing the convening of the meeting, the approval of the scheme booklet, and the electronic conduct of the meeting.

The Court’s decision was grounded on the principle that the standard of review for such applications is not to delve into the commercial merits of the scheme but to ensure that the scheme is not inappropriate and appears to be a viable commercial proposition. The Court reviewed the evidence provided, including the scheme booklet, directors' recommendations, and the Independent Expert’s Report, and was satisfied that all relevant matters had been addressed. The scheme, being a cash transfer arrangement, was deemed to be in a conventional form and likely to be approved if passed by the necessary majority. The Court found that the scheme booklet provided proper disclosure of the material considerations for shareholders, including the reasons for voting against the scheme. The Court also noted the support of interested parties, Essity BV and the Bidder, for the application. Based on these findings, the Court ordered the convening of the meeting, the approval of the scheme booklet, and specified the manner in which the meeting would be conducted, including the use of an online platform for electronic participation by the shareholders.