takeover, page-9

this from the SDL website, will post it again:


What is a Scheme and why is it being used?

The two most common methods of acquiring control of a listed entity in Australia are an off-market takeover bid under Chapter 6 of the Corporations Act 2001 and a court approved Scheme. Given the responsibility for a Scheme rests with the target, it can only be used where the target’s board is prepared to co-operate with the bidder (as Sundance is in this instance). A Scheme is often an
attractive method of carrying out the transaction when the bidder wants to be certain of acquiring 100% of the target. It is also used in larger, more complex transactions. In order to acquire 100% of the target by a Scheme, the Scheme must be approved by a majority in number of the shareholders in each class who vote at the relevant scheme meeting and 75% of the votes cast on the resolution at the Scheme meeting.

In contrast, in order for a bidder to obtain 100% of the target in an off-market take-over bid, the bidder needs to obtain a relevant interest in at least 90% of the class of securities bid for and at least 75% of the securities that the bidder offered to acquire under the bid – once this occurs, the bidder can then compulsorily acquire the outstanding securities in that class.