I found this article Numbers are slighlydifferent, but still LLC are much better off with a Scheme, rather than a Takeover. the tresholds are less onerous from their point of view.
The provisions relating to compulsory acquisition for takeovers (ie. the levels of acceptance which lead to the takeover becoming binding on all shareholders) and the approval levels for schemes of arrangement (which also lead to the terms of the scheme becoming binding on all shareholders) are also significantly different. In essence, a bidder can achieve compulsory acquisition in a Chapter 6 takeover by:
•If the bidder starts the offer with less than 60% of the target, achieving a holding of the target of 90%; or
.If the bidder starts the offer with more than 60% of the target, gaining acceptances in relation to at least 75% of shares under offer.
By contrast, a scheme of arrangement becomes effective if 75% of shares voted at the meeting are voted in favour of the scheme, and more than 50% of shareholders by number vote in favour of the scheme (“50% head count test”).
Importantly, these thresholds relate only to shares voted and shareholders that attend the shareholder meeting, either in person or by proxy.
The effect of these provisions is that the compulsory acquisition threshold is generally much lower for schemes of arrangement than it is for takeovers. In Finsia’s view, this difference is difficult to justify; presumably, this matter was considered carefully when the takeover threshold was set, given that compulsory acquisition deals with the important principle of forcible divestment.
