Tox Free Solutions Limited, In the matter of Tox Free Solutions Limited

Tox Free Solutions Limited applied to the Federal Court for approval of a scheme of arrangement, involving a takeover by BidCo, which had been approved by a majority of its shareholders. BidCo and Cleanaway appeared as interested parties and supported the application. The court was required to determine whether the scheme of arrangement met the criteria for approval under section 411 of the Corporations Act 2001 (Cth). This involved assessing whether the scheme complied with procedural requirements, if the requisite majority of shareholders had approved the scheme, if all conditions to the scheme had been met or waived, if the scheme was fair and reasonable, if there was full and fair disclosure of material information to shareholders, and if the scheme was not proposed to avoid the provisions of Chapter 6 of the Act. The court also considered an application to postpone the scheme meeting from 6 April 2018 to 3 May 2018, due to the Australian Competition and Consumer Commission delaying its decision on BidCo's acquisition of Tox. The court found that the application to postpone the meeting was appropriate, as it was desirable for the ACCC's decision to be released before Tox shareholders voted on the scheme.

The court found that Tox had complied with all procedural requirements and that the scheme met the criteria for approval. The majority of Tox shareholders had approved the scheme, all conditions to the scheme had been met or waived, the scheme was fair and reasonable, there was full and fair disclosure of material information to shareholders, and the scheme was not proposed to avoid the provisions of Chapter 6 of the Act. Therefore, the court approved the scheme of arrangement between Tox and its shareholders and exempted Tox from complying with section 411(11) of the Act in relation to the scheme. Tox was also ordered to lodge an office copy of these orders with the Australian Securities and Investments Commission as soon as practicable.