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Trading in Asaleo Care Limited (ASX: AHY) shares will cease at the ASX market close today, following Federal Court approval yesterday of the company's proposed scheme of arrangement. This will effectively allow the takeover of its shares by Essity Holding.
In a further announcement this morning, Asaleo Care advised that the scheme was now legally effective. An office copy of the court orders lodged with the Australian Securities and Investments Commission (ASIC) was attached to this announcement.
The hygiene company first announced in December 2020 that it had entered an agreement for hygiene and health company Essity to acquire the remaining 63.8% of its shares at $1.40 apiece. Asaleo Care is listed on the ASX and Essity is its largest shareholder, currently holding 36.2% of the shares.
A scheme of arrangement is a court-approved agreement between a company and its shareholders. According to legal firm MinterEllison, it allows a company to reconstruct its capital, assets or liabilities with the approval of its shareholders and the court.
According to Asaleo Care's announcement yesterday, the purpose of the scheme meeting held on 1 June was for Asaleo Care shareholders to consider and vote on the proposed acquisition of all Asaleo Care shares by Essity Holding Company..
The announcement states that the board, the CEO and managing director unanimously recommended that Asaleo Care shareholders vote in favour of the scheme.
Asaleo Care shareholders will be given $1.40 for each share they hold on the scheme record date (22 June 2021 at 5pm); and on 21 June 2021. Shareholders will also receive the fully franked special dividend of $0.02 per share for each share they hold on the special dividend record date (15 June 2021 at 5pm).
Asaleo in this case has used the scheme procedure to effect the same outcome as a takeover bid by transferring shares to Essity Holdings.
The Asaleo Care share price is trading 0.35% lower today at $1.415.
