In the matter of Apiam Animal Health Limited (No 2)

1. [1]

   By Originating Process filed on 17 November 2025, the Plaintiff, Apiam Animal Health Ltd (“Apiam”) sought orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in relation to a proposed scheme of arrangement between Apiam and holders of its ordinary shares other than certain excluded shareholders. Apiam is an Australian public company limited by shares and listed on the Australian Securities Exchange (“ASX”). It is a rural veterinary business providing clinical and allied services to the companion animal and livestock industries. The proposed scheme provides for the acquisition of 100% of Apiam's ordinary shares by Pepper BidCo Pty Ltd (“BidCo”), which is a wholly owned subsidiary of Pepper HoldCo Limited (“HoldCo”). BidCo and HoldCo are controlled by Adamantem Capital Fund II, which is managed and advised by Adamantem Capital Management Pty Ltd (together, “Adamantem”).

2. [2]

   I made the orders sought by Apiam at the conclusion of the hearing on 12 December 2025, for the reasons set out in my judgment in Re Apiam Animal Health Ltd [2025] NSWSC 1563. The scheme meeting was then held on 3 February 2026, and the scheme was then approved by the requisite majorities of Apiam shareholders for the purposes of s 411(4)(a)(ii) of the Act.

3. [3]

   At this second Court hearing, Apiam seeks orders approving the scheme. No Apiam shareholder or other person indicated an intention to appear at this hearing or appeared to oppose the approval of the scheme, and I made the orders sought by Apiam at the conclusion of this hearing. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr Izzo and Mr Ryan who appear for Apiam in this judgment.

Affidavit evidence

1. [4]

   Apiam reads the affidavit dated 4 February 2026 of Mr Andrew Vizard, its non-executive chairman, who gives evidence of the registration of the scheme booklet with the Australian Securities & Investments Commission (“ASIC”); the dispatch of materials to Apiam shareholders; and the conduct of the scheme meeting, the passage of the scheme resolution and voting participating rate at that meeting. Some 99.94% of the votes cast at that meeting were in favour of the proposed scheme (excluding shareholders who abstained), and 95.76% of shareholders who cast votes were in favour of the proposed scheme, again excluding shareholders who abstained. Some 76.36% of available votes were cast at the scheme meeting, representing 15.68% of shareholders by number, and voting participation rates were higher than at recent Apiam annual general meetings in November 2024 and 2025, where 6.27% and 5.47% of shareholders by number respectively attended, and 60.84% and 18.82% of shares respectively were voted. Mr Vizard also addresses the publication of the notice in respect of this hearing and an announcement made by Apiam to the ASX regarding a special dividend payable in connection with the scheme.

2. [5]

   Apiam also reads an affidavit dated 5 February 2026 of Mr Luke Hastings, its solicitor, who addresses an ASX announcement regarding the Apiam Board’s determination in respect of the Special Dividend. Apiam also tenders a conditions precedent certificate in respect of the satisfaction or waiver of the conditions precedent to the scheme and a letter dated 5 February 2026 from ASIC stating that ASIC has no objection to the scheme pursuant to s 411(17)(1)(b) of the Act.

Applicable principles

1. [6]

   Mr Izzo and Mr Ryan submit that:

2. [7]

   I also referred to several of those matters in Re InvoCare Ltd (No 2) [2023] NSWSC 1350 at [8]–[9] and again in Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2 at [8], where I observed that:

Submissions and determination

1. [8]

   I am satisfied that Apiam complied with the Court’s orders in respect of the distribution of scheme documents to its shareholders. The scheme booklet and convening orders were lodged with ASIC; the despatch of the scheme materials to Apiam shareholders and the conduct of the scheme meeting is addressed in the evidence; and the scheme resolution was passed by the statutory majorities. Apiam shareholders voted in favour of the scheme by the requisite statutory majorities. As I noted above, the voting participation rate at the scheme meeting was higher than that seen at Apiam’s recent annual general meetings and there is no reason to think there was any defect in the notice of the scheme given to Apiam shareholders.

2. [9]

   The other statutory requirements for the scheme have been satisfied. The scheme was here recommended by Apiam’s independent board committee and the independent expert expressed the view that the scheme was in the best interests of Apiam shareholders in the absence of a superior proposal, by reference to the cash alternative available under the scheme. There is no reason to doubt that the scheme is fair and reasonable so that an intelligent and honest Apiam shareholder, properly informed and acting alone, might approve it. There is otherwise no reason to doubt that Apiam has brought to the Court’s attention all matters that could be considered relevant to the exercise of the Court’s discretion or that there was full and fair disclosure to shareholders of all information material to the decision whether to vote for or against the scheme. I am therefore satisfied that the scheme is appropriate for the Court’s approval.

3. [10]

   Apiam also seeks an order exempting it from compliance with s 411(11) of the Act. There is here no utility in having the Court order annexed to Apiam’s constitution, where the scheme will not involve any modification of any rights of Apiam’s shareholders or of creditors or persons dealing with Apiam, and there is no need to require compliance with s 411(11) of the Act.

Determination and orders

1. [11]

   For these reasons, I made the orders sought by Apiam at the conclusion of the second Court hearing on 6 February 2026.