Viridian Financial Group Ltd, in the matter of Viridian Financial Group Ltd

Viridian Financial Group Ltd applied for orders to convene a meeting of its shareholders to consider and vote on a proposed scheme of arrangement. The scheme, if approved, would result in the acquisition of all the shares in Viridian by Bidco, a wholly-owned subsidiary of Holdco. The application was heard in the Federal Court of Australia, where the Court was required to determine whether to grant the orders sought by Viridian under section 411(1) of the Corporations Act 2001 (Cth).

The primary legal issue before the Court was whether the orders sought by Viridian were appropriate and in the best interests of the company and its shareholders. The Court had to consider the evidence provided by Viridian, including affidavits from company directors and legal representatives, which detailed the terms of the proposed schemes, the consideration to be offered to shareholders, and the process for convening the shareholders’ meetings. The Court also had to consider whether the process for informing and obtaining the consent of the shareholders was fair and transparent.

The Court found that the evidence demonstrated that the proposed schemes were of a nature that they would likely be approved at a second hearing, and that the orders sought by Viridian were appropriate. The Court was satisfied that the process for convening the shareholders’ meetings and obtaining their consent was fair and transparent, and that the orders were in the best interests of the company and its shareholders. The Court noted that the schemes offered shareholders a choice of receiving cash, scrip, or a combination of both, and that the consideration was fair. The Court also found that the process for convening the meetings and obtaining the consent of the shareholders was adequate and complied with the relevant statutory provisions.

Accordingly, the Court made the orders sought by Viridian, including convening the shareholders’ meetings and specifying the procedures for the meetings, the voting entitlements of the shareholders, and the process for shareholders to communicate their decisions regarding the schemes. The Court also made orders for the publication of details of the second hearing on Viridian’s website, and for the adjournment of the further hearing of the originating process.

In summary, the Court granted the orders sought by Viridian to convene meetings of its shareholders to consider and vote on the proposed schemes of arrangement, finding that the orders were appropriate and in the best interests of the company and its shareholders.