SUPREME COURT Bid to stop meat co. take-over fails

Press, Volume CXV, Issue 33957, 25 September 1975, Page 19

SUPREME COURT Bid to stop meat co. take-over fails

Ihe attempt by two employees of the Southland Frozen Meat and Produce Export Company, Ltd, to stop the take-over of the New Zealand Refrigerating Company, Ltd. by Waitaki Industries, Ltd, has failed.

After a two-day hear-i ing in the Supreme; Court Mr Justice Casey said late yesterday after-! noon: “The claims by both plaintiffs fail and I dismiss the action.” He said that he would give the reasons for his' decision later in writing because the matter was of considerable importance. The plaintiffs, William MacDonald Carr, a senior accounts clerk, and George Arthur Stevens, a company secretary', both of Invercargill and employees of the Southland Frozen Meat Company, sought an injunction to stop the proposed take-over. His Honour awarded the New Zealand Refrigerating Company costs of $1250 against the plaintiffs. Messrs Carr and Stevens sought orders that New Zealand Refrigerating be restrained from proceeding further with the offer 01 Waitaki Industries of August 14, 1975; that the company not accept any further acceptances pursuant to that offer; and that the company return to shareholders and convertible noteholders in Waitaki Industries any share or convertible note certificates and acceptances received by it as a result of the offer. Messrs D. F. B. Stevenson and P. J. Keane appeared for the plaintiffs, and Messrs J. T. Eichelbaum and M. C. Walls for the defendant company. All counsel were from Wellington. Opening his case, Mr Eichelbaum said that both plaintiffs were employees of the Southland Frozen Meat Company, which was

; engaged in a protracted ' endeavour to take over New ■ Zealand Refrigerating. There were 15,000 share- ; holders in the defendant company and only four had felt that the merger < proposal had needed clarifying. It was against that background that two sharei holders with interests in Waitaki Industries and New Zealand Refrigerating had' come forward as plaintiffs in [ the action in an attempt to I prevent the merger. Messrs Carr and Stevens, through their counsel, had said repeatedly that they needed the protection of the Court but they were employed by a third company which had an interest in the proposed merger. There was an air of commercial and legal unreality about the proceedings, Mr Eichelbaum said, neither of ; the plaintiffs had any real . standing in the matter The defendant company

would deny the plaintiffs’ claim that ’ take-over documents relating to the proposed merger between New! Zealand Refrigerating and i Waitaki failed to comply! with the Companies Amend-1 ment Act 1963. Even if it did that did not give rise to the situation which would! justify the issue of theorders sought by the! plaintiffs. I The action was brought by the plaintiffs at the direction of and for the benefit of the Southland Frozen Meat Company. That company had made a take-over offer for the shares in New Zealand Refrigerating and this action Was brought to further that take-over.

The issuing of the orders sought would seriously and detrimentally affect the rights of many persons who were share and note holders in Waitaki Industries and who were not parties to the action, said Mr Eichelbaum.