MAS: important changes to current legislation on company mergers

The Monetary Authority of Singapore (MAS) has issued amendments to the current legislation regarding company mergers and commercial take-overs as per section 139 of the Securities and Futures Act in Singapore.

The decision comes after a meeting with the Securities Industry Council was held; they put forward recommendations based on the flaws of the current system. The notable amendments are listed below.

1. Encourage mindful & pro-active offeree boards.

The new legislation will encourage boards of Directors who make decisions to place offers on existing companies, will keep the Shareholders’ interest in mind. Amendments have been made to ensure that:

  • Competing with another offer for a company merge will not exhaust the original offer.
  • A company will consider appointing an independent financial adviser to evaluate the current business projections and forecasts within a specific period.

2. Allow for a more timely disclosure on new proposals.

This will guarantee that Shareholders & Investors have time to effectively evaluate the proposal offer and make an informed decision on what is best for the company. Giving them time to raise any queries or concerns in advance of the decision being passed.

3. Streamline & codify current practices.

The Code has been changed regarding:

  • The clarification of standards that are needed for any pre-conditions in an intended offer.
  • If the offeree company has different classes of shares, (for example redeemable shares) it should be expressly stated how the offer value should be calculated.

The amendments have been in effect since 25thof March this year. If an individual or company has any queries regarding any of the legislation changes, specifically the impact on any transaction or contract which is in existence or being planned, they may consult the Securities Industry Council to receive guidance.

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