Re Sienna Cancer Diagnostics Limited

Sienna Cancer Diagnostics Limited, a medical technology company, and BARD1, another public company, were involved in a merger scheme that required approval by Sienna's shareholders. Sienna sought orders under the Corporations Act 2001 (Cth) to convene a shareholders' meeting to consider the merger scheme. The primary legal issue was whether the court should exercise its discretion to order a meeting for shareholders to consider the scheme of arrangement. The court had to determine if the scheme was in a conventional form, if it was likely to be approved at the second hearing, if shareholders would receive an independent expert's assessment, and if the draft scheme booklet met statutory requirements.

The court found that the scheme was fit for consideration by Sienna's shareholders. It was noted that the scheme was in a conventional form for a merger scheme with scrip consideration, and there was no reason to believe it would not be approved by the court at the second hearing. The scheme booklet contained a recommendation from Sienna's directors, a statement that all directors who held shares in Sienna intended to vote in favour of the scheme, and an independent expert's report that the scheme was in the best interests of Sienna's shareholders. The court also considered the impact of the COVID-19 pandemic and decided to allow a virtual shareholders' meeting. The court concluded that the scheme was appropriate for the exercise of its discretion to make the orders sought by Sienna.

The court made orders for Sienna to convene a shareholders' meeting to consider the scheme of arrangement. The meeting was to be held virtually on 15 July 2020 at 11.00 am (AEST). The court also provided directions for convening, holding, and conducting the Scheme Meeting, including the manner in which the meeting was to be held, the persons to act as chairperson and alternative chairperson, and the time and manner in which the Scheme Meeting was to be held. The further hearing of the originating process was adjourned to 9.30 am (Melbourne time) on 17 July 2020.