In the matter of Mad Paws Holdings Limited (No 2)

Catchwords: CORPORATIONS — arrangements and reconstructions — schemes of arrangement or compromise — application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement and ancillary orders

Legislation Cited: - Corporations Act 2001 (Cth), ss 411, 1319

Cases Cited: - Re Bionomics Ltd (No 2) [2024] NSWSC 1666
- Re Cirrus Networks Holdings Ltd (No 2) [2023] NSWSC 1436
- Re InvoCare Ltd (No 2) [2023] NSWSC 1350
- Re Mad Paws Holdings Ltd [2025] NSWSC 1104
- Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2
- Re Tassal Group Ltd [2022] NSWSC 1414

Category: Principal judgment

Parties: Mad Paws Holdings Limited (Plaintiff)
Rover Group Inc (Bidder)

Representation: Counsel:
J Hutton SC / B Ng (Plaintiff)
DFC Thomas SC (Bidder)
Solicitors:
Talbot Sayer (Plaintiff)
Herbert Smith Freehills Kramer (Bidder)

File Number(s): 2025/308627

Judgment

Nature of the application and background

1. By Originating Process filed on 12 August 2025, the Plaintiff, Mad Paws Holdings Ltd (“MPH”) sought orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in respect of a proposed scheme of arrangement between MPH and its shareholders. MPH is an Australian public company limited by shares and admitted to the official list of the financial market operated by the Australian Securities Exchange Limited (“ASX”) where its ordinary shares are quoted for trading. The proposed scheme provides for Rover Group, Inc (“Rover”) to acquire all of the shares in MPH for $0.14 cash per scheme share. I made the orders sought by MPH at the first Court hearing on 17 September 2025 for the reasons set out in my judgment in Re Mad Paws Holdings Ltd [2025] NSWSC 1104.

2. The scheme meeting was held on 24 October 2025 and MPH’s shareholders approved the scheme by a majority in number of shareholders present and voting and by more than 75% of the votes cast, with 99.91% of shares and 91.84% of shareholders voting in favour of the transaction. MPL now seeks orders, including orders under s 411(4)(b) of the Act, approving the scheme. I made the orders sought at the conclusion of the second Court hearing on 3 November 2025. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr Hutton, with whom Ms Ng appeared for MPH, in this judgment.

Affidavit evidence

3. MPG reads the affidavit dated 29 October 2025 of Mr Justus Hammer, who is its chief executive officer and managing director, in support of the application. Mr Hammer there addresses the registration of the scheme booklet with the Australian Securities & Investments Commission (“ASIC”); the dispatch of materials to MPH shareholders; shareholder engagement, including a communication with an MPH shareholder regarding difficulties accessing the online proxy form, a shareholder information line, an outbound call campaign and a reminder to vote email; the publication of notice of the second Court hearing on ASX; the conduct of the scheme meeting and the results of the poll on the scheme resolution; voter turnout; and the position as to conditions precedent to the scheme. Mr Hammer’s affidavit also exhibits conditions precedent certificates from MPH and Rover evidencing satisfaction of the conditions precedent to the scheme, other than the condition relating to Court approval of the scheme and a letter from ASIC that it has no objection to the scheme for the purposes of s 411(17) of the Act.

Applicable principles and determination

4. The Court must be satisfied of several matters in order to approve a scheme of arrangement at the second court hearing, namely that the plaintiff has complied with the orders of the Court convening the meeting of members; the meeting of members so convened has approved the scheme with the requisite majorities; all other statutory requirements have been satisfied; the scheme is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve it; the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court’s discretion; and there was full and fair disclosure to members of all information material to the decision whether to vote for or against the applicable scheme: Re InvoCare Ltd (No 2) [2023] NSWSC 1350 at [8]–[9]; Re Bionomics Ltd (No 2) [2024] NSWSC 1666 at [6]; Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2 at [8]. In exercising its power of approval, the Court has a residual discretion whether to approve a scheme and is not bound to approve it merely because it has made orders for the convening of meetings or because the statutory majorities have been achieved. In exercising that residual discretion, the matters the Court will take into account include whether the scheme is fair and reasonable, so that an intelligent and honest member of the relevant class, properly informed and acting alone, might approve it; whether there was full and fair disclosure to members of all information material to the decision whether to vote for or against the scheme; and whether the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court’s discretion.

5. The statutory requirements for the scheme have been satisfied. There is here no reason to doubt that MPH’s shareholders were provided with full and fair disclosure in the scheme booklet dispatched to them. There is no suggestion that the scheme was proposed other than in good faith and for a proper purpose. The scheme was recommended by MPH’s directors and the independent expert expressed the view that the scheme was in the best interests of MPH shareholders in the absence of a superior proposal. There is no reason to doubt that the scheme is fair and reasonable so that an intelligent and honest MPH shareholder, properly informed and acting alone, might approve it.

6. Mr Hutton draws attention to a communication from an MPH shareholder regarding difficulties accessing an online proxy form, which was also addressed in Mr Hammer’s affidavit. An MPH shareholder sent an email to MPH’s investor email address about difficulties in accessing the online proxy form. MPH responded providing a web link to view the scheme booklet, although that would not have allowed access to a personalised proxy form, and setting out the three options to participate in the scheme meeting as taken from the email sent to Email Notification Shareholders (as defined). It appears that shareholder disposed of its shares prior to the scheme meeting and there is no suggestion of any wider problem in this respect. Mr Hutton submits, and I accept, that the apparent temporary inability of this shareholder to access the online proxy form is not a reason for the Court to not approve the scheme.

7. Mr Hutton also notes was only one inbound call to the shareholder information line prior to the scheme meeting and the third party provider of that line responded to that call in accordance with the inbound call script. That provider contacted 640 of the largest 1,000 MPH shareholders in the course of an outbound call campaign, where it did not have contact numbers for all of those shareholders. It appears that, in 77 of those calls, the provider was not able to contact the shareholder and no voicemails were left. That provides no reason not to approve the scheme where MPH was under no obligation to conduct such calls and there is no reason to think that the failure to contact those shareholders had any impact on the result of the scheme meeting. The “Reminder to Vote” email was substantially in the form put before the Court and included an additional sentence that “If you have already lodged a proxy vote, you can disregard this email”. Mr Hutton submits, and I accept, that the addition of this sentence is not a reason not to approve the scheme.

8. As I noted above, the resolution to approve the scheme was passed at the scheme meeting by the requisite statutory majorities. The voting participation rate at the scheme meeting was above the turnout at recent general meetings of MPH and the evidence affords no reason to doubt the efficacy of the procedure for convening the scheme meeting. There is also no reason to doubt that MPH has brought to the Court’s attention all matters that could be considered relevant to the exercise of the Court’s discretion.

9. No shareholder notified MPH that they intend to object to the approval of the scheme or appear at the second Court hearing and no shareholder appeared to contest the approval of the scheme. For all these reasons, I was satisfied that the scheme was appropriate for the Court’s approval.

Exemption from compliance with s 411(11) of the Act

10. MPH seeks exemption from compliance with s 411(11) of the Act (which would require a copy of the orders under s 411(4)(b) to be annexed to the company's constitution) in accordance with s 411(12) of the Act, where the scheme will not amend its constitution and it will become a wholly owned subsidiary of the Bidder upon implementation of the scheme. I will make the order in accordance with common practice: Re Tassal Group Ltd [2022] NSWSC 1414 at [14]; Re Cirrus Networks Holdings Ltd (No 2) [2023] NSWSC 1436 at [13].

Orders

11. For these reasons, I made the orders sought by MPH at the conclusion of the second Court hearing on 3 November 2025.

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Amendments

25 November 2025

Correct typographical error in paragraph 1.