To further clarify this issue I attached this part form a...

To further clarify this issue I attached this part form a previous case history:

"It is inherent in the nature of the scheme that it provides more flexibility of how to structure a bid ? for example, it does allow for compromises to be effected as part of the scheme and some of the more limiting rules under the takeovers code, for example, of no collateral
benefits or unacceptable circumstances normally will not apply.
This advantage of structuring flexibility may be weighed against a more flexible procedure in a takeover,especially with respect to intervening events. For example, it is quite common in a takeover for the bidding company to waive conditions initially set by it, if that is the commercial dynamic of the takeover. It is easier to increase bid consideration in a takeover and there is a prescribed regime for permitting this under the Act. While in a scheme, once the information memorandum is dispatched to shareholders and the meeting dates set the effect of intervening events may be harder to manage because the
shareholders must be given sufficient time to consider the information relevant to their decision.
The approval threshold for a bidder seeking 100% of the target is easier to satisfy under a scheme. The approval required, in addition to Court approval, is that a majority in number of shareholders attending the meeting, representing 75% of the votes cast must approve the scheme. In a scheme, silence is effectively the conscription of a yes vote. Whilst in order to get to compulsory acquisition under a takeover the bidder must obtain acceptances for 90% of the bid class. In a takeover, silence equates to a no vote.
Furthermore, a scheme is an all or nothing event and once the approvals are obtained the bidder immediately gets to 100%, without having to go through the compulsory acquisition process of the Corporations Act which can take a few months to process."



Furthermore, the Courts under the following case where ASIC was seeking protection for the shareholders, considered the following:


"This policy of ASIC gave it a considerable degree of influence over scheme disclosures.
This role is likely to reduce as a result of Re Ranger Minerals (2002) 42 ACSR 582 (Parker J, Supreme Court of Western Australia). The main facts of that case were as
follows.

? In April 2002 Revesco made a hostile takeover bid for Ranger.
? In May 2002 Ranger agreed with Perilya to use a scheme of arrangement to effect a friendly takeover by Perilya.

One purpose was to thwart the hostile bid by Revesco.

? In June 2002 Revesco and Perilya discussed the possibility of Perilya buying out Revesco?s current share holding in Ranger ? an agreement along these lines was
formalised in July 2002 (ie effecting a commercial resolution of the hostile bid by Revesco).
? In August 2002 Ranger approached the court to approve a scheme whereby it would become a wholly owned subsidiary of Perilya at price less than the price paid by Perilya for the Ranger shares held by Revesco.
Such unequal treatment between shareholders would offend the takeover provisions of Chapter 6 if they were to apply. ASIC opposed the scheme on the basis that it did not give shareholders the same protection as offered by Chapter 6.

The argument of ASIC was not accepted by the court.

? It was held that section 411(17) requires the court to consider the purpose of the scheme - not its effect. The scheme was proposed before any deal between Revesco and Perilya was first discussed. It therefore cannot have been the purpose of the scheme to avoid the equal treatment provisions of Chapter 6.
? As the court was satisfied as to the purpose of the scheme, it held that there was no need for it to receive a letter from ASIC stating that ASIC had no objections to
the scheme (a ?411(17)(b) notice?). dars S0111035743v3 150220 8.1.2003 Page 12.

? Further, the court did not accept the general principle, put forward by ASIC, that an acquisition effected by a scheme should not be approved unless shareholders were given the same protection as they would for a takeover under Chapter 6.
The legislature clearly allowed for takeovers to be effected under Chapter 6 or by way of a scheme. It was held that there is nothing in the Corporations Act, apart from the purpose test referred to in section 411(17), which requires the court to grant the same protection to shareholders for an acquisition pursuant to a scheme as they would receive under a Chapter 6 takeover.
In reaching this decision, Parker J declined to follow the Santow J in the New South Wales Supreme Court where he sought to align both the processes and the shareholder protections of scheme and Chapter 6 mergers.
More importantly for companies and practitioners, it also marks a potential decline in the role of ASIC in connection with merger schemes of arrangement.

So, IMHO, Schemes of arrangements are used where the company is fully aware that they mightn't get the full support of it's shareholders.

Hope this will help.