Offeror(s): JBS Australia Pty Limited

Independent Adviser(s): Northington Partners

Date of Final Orders: 06/04/2016

Transaction summary:

Scott Technology Limited (“Scott”) was an NZX-listed Code company that specialised in providing robotics and automation systems. JBS Australia Pty Limited (“JBS”) was an Australian meat processing company, and a subsidiary of JBS SA, the largest meat processing company in the world and based in Sao Paulo, Brazil.

The proposed scheme of arrangement by Scott entailed:

(a) a takeover offer by JBS for all of the shares in Scott at NZ$1.39 per share;

(b) a rights offer undertaken by Scott in which all New Zealand-resident shareholders would be entitled to subscribe for new shares at NZ$1.39 per share; and

(c) a placement of new shares by Scott to JBS at NZ$1.39 per share.

The proposed scheme was intended to result in JBS holding at least 50.1%, and potentially up to 100%, of Scott and was subject to the approval of Scott’s shareholders in accordance with the Companies Act.

The Panel issued a letter of intention for the purpose of the initial High Court orders in respect of the proposed scheme on 2 October 2015. The Panel considered that the standard of disclosure to all shareholders was equivalent to the standard required under the Code, and that the interest classes of shareholders were adequately identified.

On 26 November 2015, a resolution approving the proposed scheme of arrangement was approved by shareholders as required under section 236A of the Companies Act 1993.

The Panel provided a final no-objection statement on 2 December 2015 on the basis that it remained satisfied that its disclosure requirements were met.

Final orders approving the scheme of arrangement were made by the High Court on 6 April 2016.