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In the matter of Tatts Group Limited
28 September 2017
Justice Michael Sifris in the Victorian Supreme Court today made orders regarding a timetable for Tatts Group shareholders to consider the company's proposed $11 billion merger with gaming group Tabcorp Holdings.
The Supreme Court is responsible for hearing matters relating to the process of the proposed merger, which is to proceed by way of a scheme of arrangement. Shareholder approval and court approvals are required under a scheme of arrangement.
At the same time, the Federal Court and the Australian Competition Tribunal in recent months have been considering the proposed authorisation of the merger in light of competition law. As a result of a recent decision of the Full Federal Court, the authorisation process for the Tatts-Tabcorp merger will return to the Competition Tribunal in late October.
Justice Sifris said that as a result of the recent events in the Federal Court, it was entirely appropriate for Tatts to reschedule its planned meeting at which shareholders will consider the merits of the merger proposal. The Court had previously ordered the meeting to be held on 18 October.
Justice Sifris today ordered the scheme meeting to be held on 30 November. The Court heard this is the same date as Tatts Group's planned annual general meeting.
The Court also ordered Tatts to make further disclosure to shareholders about the recent events in the Federal Court by 5 October.
Assuming the authorisation process is fulfilled and shareholder approval is obtained, the parties would return to the Supreme Court on 4 and 5 December for the Court to consider approving the merger proposal.