Knowledge Highlights 9 February 2026
MAS amends Singapore Code on Take-overs and Mergers to protect competitive process of take-over and merger transactions, improve certainty and timeliness of schemes of arrangement, and enhance disclosures to shareholders
On 16 June 2026, the Monetary Authority of Singapore (“MAS”), on the advice of the Securities Industry Council (“SIC”), issued a revised Singapore Code on Take-overs and Mergers (“Code”). The amendments to the Code seek 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. The amendments take effect on 16 July 2026.
SIC issued a consultation paper on 5 May 2025 proposing amendments to the Code to enhance the regulation of take-overs and mergers in Singapore. SIC published its consultation conclusions on 16 June 2026, reporting that the proposals were generally supported, and that the finalised revisions to the Code incorporate feedback received.
This article highlights key amendments to the Code.
Deal protection measures
SIC has decided not to proceed with its proposal to impose a general prohibition on deal protection measures and other offer-related arrangements, acknowledging feedback that the anti-competitive effects of deal-protection practices in the market currently are limited. Further, unlike the experience in the UK, the offeree company boards in Singapore may not be generally at a tactical disadvantage vis-à-vis offerors such that they are obliged to accept any deal protection measure proposed by a potential offeror, notwithstanding the widespread use of deal protection measures observed. Nonetheless, SIC is of the view that there is merit in mitigating the anti-competitive effects of some deal protection measures and other offer-related arrangements that are frequently used in mergers and acquisition transactions in Singapore.
Break fees
The existing Rule 13 on break fees will be retained but the following amendments made:
- If more than one break fee is agreed to by the offeree board, the aggregate sum of all break fees payable must not exceed 1% of total offer value. This amendment, which limits the anti-competitive effect of break fees, was proposed in the public consultation.
- The offeree board and its financial adviser in submitting the written confirmation currently required under Rule 13 to SIC must, in addition to confirming that they believe the fee to be in the best interests of offeree company shareholders, explain why that is so. This amendment would help ensure that break fees are granted judiciously.
Exclusivity arrangements and other undertakings or provisions
Taking into account the feedback received, the following amendments will be made:
- Clarification that exclusivity arrangements entered into between an offeror and offeree company must be subject to a “fiduciary-out”. This reflects current practice;
- Guidance that:
- a notification obligation which requires the offeree to disclose the fact of an approach by a potential competing offeror to the original offeror would have limited anti-competitive effect as compared to the provision of detailed information on the competing offer; and
- a matching right which allows an offeror to match or better a competing offer cannot be for a duration that removes any practical likelihood of a potential competing offer. In this regard, a matching period of more than seven calendar days would normally be regarded as anti-competitive; and
- Clarification that customary provisions pertaining to representations and warranties, obligations of the offeree company to carry out procedural actions to progress a scheme of arrangement, and the non-occurrence of specific events or actions which do not deter competition are permitted.
SIC may require remedial action if such arrangements deter competing offers.
Schemes of arrangement
In the case of take-overs via schemes of arrangement, SIC has proceeded with the proposed requirement for a meeting to approve the scheme of arrangement to be held within six months of the announcement of the scheme.
In addition, both the offeror and the offeree company must take all necessary steps for the scheme of arrangement to be effective without delay once shareholders have approved it.
Offeror statements
Delay before subsequent offer where a no increase statement or a no extension statement was made
SIC has proceeded with its proposal to restrict a returning offeror who had earlier made a no increase statement or no extension statement from making a subsequent improved offer within the 12-month sit-out period, even with the offeree board’s recommendation, until the later of:
- three months from the lapse or withdrawal of the previous offer; or
- the end of the offer period of any competing offer.
Indicative offer price
SIC has proceeded with the proposed codification of its practice relating to the disclosure of an indicative offer price, such that:
- 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; and
- where a potential offeror has not clarified its intentions to make an offer for the company for a prolonged period, SIC 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.
Frustrating actions
A frustrating action is an action taken by an offeree board which could result in shareholders being denied an opportunity to consider an offer. The revised Code incorporates the following amendments to enhance and inform shareholder decision-making.
Meeting to approve proposed frustrating action
An offeree company board will be required to undertake the following in the case where shareholder approval is sought in general meeting for a proposed frustrating action:
- Obtain competent independent advice as to whether the financial terms of the proposed action are fair and reasonable;
- Consult SIC on the timing of the meeting; and
- Publish a circular to shareholders with the specified information.
Following feedback, the Code will also require that the substance of independent advice obtained be disclosed in the circular to shareholders.
Sale of all or materially all of offeree company’s assets
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.
Reference materials
The following materials are available on the MAS website www.mas.gov.sg:
