In the matter of Infomedia Limited (No 2)

By Originating Process filed on 12 September 2025, the Plaintiff, Infomedia Limited (“Infomedia”) sought orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in respect of a proposed scheme of arrangement between Infomedia and its shareholders. I made the orders sought by Infomedia at the first Court hearing on 7 October 2025 for the reasons set out in my judgment in Re Infomedia Ltd [2025] NSWSC 1230.

By way of background, Infomedia is a public company limited by shares and is listed on Australian Securities Exchange Limited (“ASX”). Infomedia is a global provider of software as a service solutions and data analytics for the automotive industry, serving both car makers and their dealer networks. The proposed scheme provides for McQueen BidCo Pty Ltd (“BidCo”), an entity owned by an investment holding entity in Singapore which is managed or advised by TPG Capital (S) Pte Ltd or its related entities, to acquire all of the Infomedia shares for $1.72 cash, less the cash amount of the Permitted Dividends (as defined), for each Infomedia share. The scheme meeting was held on 18 November 2025 and the scheme was approved by the requisite majorities for the purposes of s 411(4)(a)(ii) of the Act. At a subsequent general meeting held on the same day, the Bidder Loan Resolution (as defined), which is a condition precedent of the scheme, was also passed with the requisite majorities for the purposes of ss 208(1)(a), 260A(1)(b) and 260B of the Act.

Infomedia 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 21 November 2025. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr Williams SC, with whom Ms Campbell appeared for Infomedia, in this judgment.

MPG reads the affidavit dated 20 November 2025 of Ms Chantell Revie, who is its chief financial officer and gives evidence of the registration of the scheme booklet with the Australian Securities & Investment Commission (“ASIC”); the distribution of scheme documents to Infomedia shareholders; engagement with Infomedia shareholders regarding the scheme and the publication of an announcement on Australian Securities Exchange giving notice of the second Court hearing.

MPG also reads the affidavit dated 20 November 2025 of Mr Jim Hassell, the Interim Independent Non-Executive Chairman of Infomedia, who acted as chair of the scheme meeting and general meeting, who gives evidence of Infomedia’s communications with proxy advisers; instructions to the trustee of the Employee Incentive Trust not to vote its shares in respect of the scheme; the holding of the scheme meeting, the passing of the scheme resolution and the voting participation rate, including a copy of the poll report; and the holding of the General Meeting and the passing of the Bidder Loan Resolution at that meeting.

Infomedia also tenders a letter from ASIC confirming that it has no objection to the scheme, for the purposes of s 411(17) of the Act, and conditions precedent certificates evidencing satisfaction or waiver of the conditions precedent to the scheme, other than the condition relating to Court approval of the scheme.

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.

The statutory requirements for the scheme have been satisfied. As Mr Williams points out, 203,868,844 votes (99.55% of all votes cast) representing 263 Infomedia shareholders (87.38% of all Infomedia shareholders present and voting either for and against, in person or by proxy) voted in favour of the scheme resolution. The 3,153,372 of Infomedia shares held by the trustee of the Infomedia Employee Incentive Trust were not voted on that resolution. Excluding the shares held by the trustee of the Employee Incentive Trust, the votes at the scheme meeting represented 6.82% of Infomedia shareholders and 54.57% of Infomedia shares. This is a relatively low participation rate in absolute terms, and is lower than participation rates by number of shares at Infomedia’s last recent annual general meetings although higher by number of shareholders. I accept that, as Mr Hassell observes in his evidence, this may reflect shareholders not voting where event driven hedge funds have acquired economic interests in their shares since the scheme was announced. In any event, it provides no reason to doubt the despatch of scheme documents to Infomedia shareholders. As I noted above, the Bidder Loan Resolution was also approved by the requisite majorities at the subsequent general meeting.

There is also no reason to doubt that Infomedia’s shareholders were provided with full and fair disclosure in the scheme booklet dispatched to them. Mr Williams draws attention to several communications between Infomedia and institutional shareholders in the course of the scheme, which are appropriately drawn to the Court’s attention at this hearing but they give rise to no reason not to approve the scheme. The scheme was recommended by Infomedia’s directors and the independent expert expressed the view that the scheme was in the best interests of Infomedia shareholders in the absence of a superior proposal. There is no suggestion that the scheme was proposed other than in good faith and for a proper purpose, and there is no reason to doubt that the scheme is fair and reasonable so that an intelligent and honest Infomedia shareholder, properly informed and acting alone, might approve it. There is also no reason to doubt that Infomedia has brought to the Court’s attention all matters that could be considered relevant to the exercise of the Court’s discretion.

No shareholder notified Infomedia 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.

Infomedia 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 BidCo upon implementation of the scheme. I will make the order in accordance with common practice: Re Anaconda Nickel Holdings Pty Ltd (2003) 44 ACSR 229 at 240; [2003] WASC 19; Re GBST Holdings [2019] NSWSC 1503 at [15]; Re Tassal Group Ltd (No 2) [2022] NSWSC 1619 at [14]; Re Cirrus Networks Holdings Ltd (No 2) [2023] NSWSC 1436 at [13].

For these reasons, I made the orders sought by Infomedia at the conclusion of the second Court hearing on 19 November 2025.