The Monetary Authority of Singapore (MAS), on the advice of the Securities Industry Council (SIC or the Council), today issued a revised Code on Take-overs and Mergers (the Code). 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.
Key changes
2. On 5 May 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 finalised Code revisions incorporate feedback received.
3. Key changes include:
(a) Deal protection measures
The Council will strengthen Rule 13 of the Code to reduce the anti-competitive effects of deal protection measures commonly used in Singapore. These enhancements take into account feedback received, and include:
(i) Capping the total break fees
(ii) Requiring the offeree board and its financial adviser to explain in submission to the Council why the break fee is in the best interests of shareholders.
(iii) Providing guidance on when exclusivity given by the offeree board to an offeror may be anti-competitive. The Council may require remedial action if such arrangements deter competing offers.
(b) Schemes of arrangement
(i) A meeting to approve the scheme of arrangement must be held within 6 months of its announcement.
(ii) Both the offeror and offeree company must take all necessary steps for the scheme to be effective without delay once shareholders have approved it.
(c) Offeror statements
(i) An offeror who has issued a no increase or no extension statement may not make a subsequent offer that would effectively increase or extend the offer, until the later of:
(A) 3 months after the close or lapse of the original offer; or
(B) the end of the offer period of a competing offer.
(ii) Where an indicative offer price has been disclosed before the firm offer announcement, the announced offer price must be no less than the indicated price.
(iii) Where a potential offeror has not clarified its intentions to make an offer for the company for a prolonged period, the Council may, after consulting the parties, impose a 28-day deadline for the offeror to either announce a firm offer or confirm that it would not proceed.
(d) Frustrating actions
To enhance and inform shareholder decision-making:
(i) An offeree company seeking shareholder approval on a proposed frustrating action
(ii) 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
Implementation date
4. The amendments take effect on 16 July 2026. Parties with questions on the application of the revised rules, including the impact on ongoing or planned transactions, are encouraged to consult the Council before this date.
Consultation Conclusions on Revision of the Singapore Code on Take-overs and Mergers (179.7 KB)
- Annex 1 (89.3 KB)
- Annex 2 (1.12 MB)
Issued by Securities Industry Council
16 June 2026
- A break fee is a cash sum payable by the offeree company to an offeror if certain specified events occur which have the effect of preventing the offer from proceeding or causing it to fail.
- A frustrating action is an action taken by an offeree board which could result in shareholders being denied an opportunity to consider an offer.
- Profit forecasts are subject to reporting requirements under Rule 25.3 of the Code.
