The Monetary Authority of Singapore (MAS) has announced amendments to the Singapore Code on Take-Overs and Mergers, effective from 16 July 2026. The revisions, advised by the Securities Industry Council (SIC), are designed to protect the competitive process of take-over and merger transactions, improve the certainty and timeliness of schemes of arrangement, and enhance disclosures to investors and shareholders.
Key changes to the Code include strengthening Rule 13 to reduce anti-competitive effects of deal protection measures. This involves capping break fees at 1% of the offeree company’s value and requiring explanations from the offeree board and its financial adviser on why such fees are in shareholders’ best interests. Additionally, guidance will be provided on when exclusivity arrangements may be deemed anti-competitive.
For schemes of arrangement, a meeting to approve the scheme must occur within six months of its announcement, and both the offeror and offeree company must expedite the process once shareholder approval is obtained. Offeror statements are also addressed, with restrictions on increasing or extending offers after certain statements are made, and conditions for indicative offer prices.
To enhance shareholder decision-making, offeree companies must obtain independent advice on proposed frustrating actions and disclose expected cash proceeds from asset sales competing with share offers.
The MAS encourages parties with questions regarding the revised rules to consult the SIC before the implementation date.
