Re Blackmores Ltd

The case of Re Blackmores Ltd involved an application by Blackmores Ltd to the Federal Court of Australia for orders under section 411 of the Corporations Act 2001 (Cth) to convene a meeting of its members to consider a scheme of arrangement. The proposed scheme involved Kirin Sub acquiring all outstanding shares in Blackmores for an all-cash consideration of $95.00 per share, subject to certain conditions. The court was required to determine whether the scheme was of such a nature and cast in such terms that, if approved at the meeting, the Court would be likely to approve the arrangement. Key issues included the disclosure of substantial benefits to directors and the due execution of a deed poll under foreign law.

The court found that the scheme was of such a nature and cast in such terms that, if it achieved the statutory majorities at the scheme meeting, the Court would be likely to approve it. The court noted that there was no requirement to provide evidence as to the due execution under foreign law of the deed poll. Additionally, the court found that there was sufficient disclosure of a substantial benefit to a director. The court also considered the evidence in support of the application, which was modelled closely on the reasoning in Re Vita Group Ltd. The court concluded that it was appropriate to make the orders sought by Blackmores.

The court made orders convening a meeting of Blackmores' members to consider the scheme of arrangement, specifying the date, time, and venue of the meeting, and approving the documents to be distributed to members. The court also made orders regarding the conduct of the meeting, the eligibility of shareholders to vote, and the dispatch of documents to shareholders. The court dispensed with certain requirements of the Federal Court Rules 2000 (Cth) and required Blackmores to publish an announcement via the ASX Market Announcements Platform. The proceedings were adjourned to a later date for the hearing of any application to approve the scheme.

The final orders granted Blackmores the authority to convene and hold the scheme meeting, specified the documents to be distributed to shareholders, and outlined the procedures for the meeting and the dispatch of documents. The court granted liberty to Blackmores to apply for further orders as necessary.