MinterEllisonRuddWatts guides ex-ASX lister on landmark scheme of arrangement deal

The transaction is a first of its kind in many aspects

MinterEllisonRuddWatts guides ex-ASX lister on landmark scheme of arrangement deal

MinterEllisonRuddWatts has guided former ASX lister Volpara Health Technologies Limited on the divestment on all of its ordinary shares to Lunit Inc.

The deal involved a court-approved scheme of arrangement – the first scheme of arrangement completed in New Zealand for a company listed exclusively on the ASX, the firm said. Additionally, it is the first scheme to apply the court’s powers to grant ancillary orders allowing the cancellation of out-of-the-money options and the acceleration of the scheme timetable.

“The acquisition of Volpara by Lunit not only signifies a milestone in New Zealand's corporate law history, but also underscores the potential of AI and computer-aided detection in the fight against cancer”, co-lead partner Isaac Stewart said.

Following the implementation of the scheme, Volpara becomes a wholly-owned subsidiary of Lunit, with its delisting from the ASX expected this week. Moreover, Volpara’s shareholders received AU$1.15 in cash per share – considerably above the valuation range of AU$0.67 to AU$0.82 per share provided by an independent adviser.

"AU$1.15 per share was a fantastic result for Volpara’s shareholders - accelerating a capital return that was substantially above the independent adviser’s valuation range, and at a notable premium to pre-announcement trading", Stewart’s co-lead partner John Conlan said.

Stewart and Conlan headed up a team that comprised corporate solicitor Nick Stewart. The team was supported by litigation partner Andrew Horne, senior solicitor Oliver Sutton and solicitor Tayla Robinson.

The team also collaborated with MinterEllison’s Ben Smith on the Australian aspects of the deal.

Volpara is a developer of software focused on battling cancer. The deal is expected to enhance its access to research resources, technology, personnel, products and capital.

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