Judgment: Court Approves Westland Milk Takeover Scheme

IN THE HIGH COURT OF NEW ZEALAND
AUCKLAND REGISTRY
COMMERCIAL PANEL
I TE KŌTI MATUA O AOTEAROA
TĀMAKI MAKAURAU ROHE
CIV-2019-404-000924

[2019] NZHC 1683

UNDER Part 15 of the Companies Act 1993
AND IN THE MATTER OF a scheme of arrangement under Part 15 of the Companies Act 1993
AND
IN THE MATTER OF WESTLAND CO-OPERATIVE DAIRY COMPANY LIMITED

Applicant

[…]

ORAL JUDGMENT OF VENNING J

Introduction
[1] Westland Co-operative Dairy Company Limited (Westland) seeks orders from the Court that: (a) the scheme of arrangement described in the Scheme Plan attached to the application dated 16 May 2019 is approved and binding upon:

(i) Westland;

(ii) Hongkong Jingang Trade Holding Co Ltd (Hongkong Jingang);

(iii) every person who is a scheme shareholder in terms of the Scheme Plan (as defined); and

(b) Westland is granted leave to apply for approval of any amendment, modification, or supplement to the Scheme as may be required.

[…]

[51] Standing back and considering the Scheme overall the Court is satisfied it is generally fair and equitable. The Scheme is not dissimilar to other cases where the provisions of the Companies Act have been used in this way. Overall the proposal appears in the interests of the shareholders in this particular case. For those reasons the Court is satisfied it is appropriate to make the orders sought in the application.

[52] There will be orders as sought in the application dated 16 May 2019 and in accordance with the draft order submitted to the Court this morning.

[Full judgment: 2019NZHC1683_Westland.pdf]

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