Re Talent2 International Ltd

The case of Re Talent2 International Limited involved Talent2, a public company listed on the Australian Securities Exchange, which sought an order to convene a meeting of its members to consider and approve a proposed scheme of arrangement for the acquisition of its shares by Perbec, a vehicle for a joint bid by Morgan & Banks Investments Pty Ltd and Allegis Group, Inc. The case was heard in the Federal Court of Australia. The primary legal issue before the court was whether it was appropriate to summon a meeting of the members of Talent2 to consider and approve the proposed scheme of arrangement, which involved the acquisition of Talent2's shares by Perbec. The court had to determine whether the scheme was of a nature and cast in such terms that if it received the requisite statutory majority, the court would be likely to approve it on the hearing of an unopposed application.

The court found that Talent2 was a Pt 5.1 body and that the proposed scheme of arrangement and option scheme of arrangement were indeed arrangements for the purposes of s 411(1) of the Corporations Act 2001. The court was satisfied that the proposed scheme was of a nature and cast in such terms that if it received the requisite statutory majority, the court would be likely to approve it on the hearing of an unopposed application. The court noted that it was not required to be satisfied that no better scheme could have been proposed, but rather that it was reasonable to suppose that sensible business people might consider the arrangement proposed to be of benefit to the members.

Based on the above, the court made several orders, including ordering Talent2 to convene a meeting of its members to consider and approve the proposed scheme of arrangement, ordering Talent2 to convene meetings of the holders of options over shares in Talent2 to consider and approve the proposed option scheme of arrangement, specifying the date, time, and venue of the meetings, and appointing Kenneth Borda as the chairperson of the meetings. The court also made orders regarding the distribution of the scheme booklet, proxy forms, and other relevant documents to the members and optionholders, and the time by which proxy forms must be returned. Finally, the court stood the proceedings over to a later date for the hearing of any application to approve the scheme and the option scheme.