The Monetary Authority of Singapore (MAS), on the advice of the Securities Industry Council (SIC), has on Tuesday issued a revised Code on Take-overs and Mergers.
The amendments to the code aim to protect the competitive process of take-over and merger transactions, improve certainty and timeliness of schemes of arrangement, and enhance disclosures to investors and shareholders, the regulator said in a statement.
On May 5, 2025, the council issued a consultation proposing amendments to the code to enhance the regulation of take-overs and mergers in Singapore.
The proposals were generally supported, and the finalized code revisions incorporate feedback received.
The key changes include deal protection measures; schemes of arrangement; offeror statements; frustrating actions.
The council will strengthen Rule 13 of the Code to reduce the anti-competitive effects of deal protection measures commonly used in Singapore.
The enhancements, which incorporate feedback received during the consultation process, include capping break fees payable by an offeree company at 1% of its value and requiring the offeree board and its financial adviser to justify to the council why such fees are in shareholders’ best interests. The revised code also provides guidance on circumstances in which exclusivity arrangements granted by an offeree board to an offeror could be deemed anti-competitive, and empowers the council to require remedial action where such arrangements may deter competing bids.
Meanwhile, a meeting to approve the scheme of arrangement must be held within six months of its announcement.
Both the offeror and offeree company must take all necessary steps for the scheme to be effective without delay once shareholders have approved it.
The revised code also strengthens rules governing takeover offers. An offeror that has issued a “no increase” or “no extension” statement will be barred from making a subsequent offer that effectively raises the offer price or extends the offer period until the later of three months after the original offer has closed or lapsed, or the end of the offer period for a competing bid.
In addition, where an indicative offer price has been disclosed before a firm offer announcement, the final announced offer price must not be lower than the indicated price.
The council may also impose a 28-day deadline on a potential offeror that has not clarified its intentions for a prolonged period, requiring it to either announce a firm offer or confirm that it does not intend to proceed with a bid.
To enhance and inform shareholder decision-making: an offeree company seeking shareholder approval on a proposed frustrating action must obtain and disclose independent advice on the proposed frustrating action.
Where an asset sale competes with an offer for shares, the offeree company must disclose the quantified expected cash proceeds to be returned to shareholders from the asset sales. This is to be treated as a profit forecast under the code.
The amendments take effect on July 16, 2026.