The High Court has granted an application by Jefferson Smurfit Group to reduce its share capital by 10 million ordinary shares to facilitate a €3.4 billion takeover deal by Madison Dearborn Partners.
The deal was opposed in court by Mr Kevin Anderson, a shareholder, who objected on technical grounds in relation to a poll of shareholders which had been taken on July 29th.
Mr Justice Peter Kelly said he was not satisfied Mr Anderson had demonstrated either on the facts or in law any basis on which the court should withhold its approval to the takeover.
Mr Bill Shipsey, SC, counsel for the group, told the court that members had voted with their feet in favour of reducing its share capital to facilitate the takeover.
He said an EGM on July 29th last resulted in 99.6 per cent of shareholders either in person or by proxy voting in favour of the Madison Dearborn takeover offer. This offer cannot come into effect until the court sanctioned the scheme.
Mr Shipsey was also granted a direction dispensing with a Companies Act requirement to produce a list of creditors. He said the company’s creditors consisted mainly of special advisers who were owed €1.284 million.
The company had received €5 million as part payment of an inter company loan and there was more than enough cash in the bank to meet these demands.
The authorised share capital was €420,364,200 divided into 1,401,214,000 ordinary shares of 30 cents each. Issued share capital was €333,505,620 divided into 1,111,685,402 ordinary 30 cent shares all of which were fully paid up.
Approximately 82 per cent of shareholders had Irish addresses, 11 per cent were British and two per cent US based with the remaining five per cent located in other countries.
He said the company was the ultimate parent of the Smurfit Group which was engaged on a worldwide basis in the manufacture and conversion of paper and board.
Mr Justice Kelly approved next Tuesday, September 3rd, as the closing date for the deal.