On 16 June 2026, the Monetary Authority of Singapore (MAS), acting on the advice of the Securities Industry Council (SIC), issued a revised Singapore Code on Take-overs and Mergers (the “Code”). The amendments took effect on 16 July 2026. They follow a public consultation that ran from 5 May to 5 June 2025 and received feedback from 24 respondents. The revisions pursue three clear objectives: protecting the competitive process in take-over and merger transactions, improving the certainty and timeliness of schemes of arrangement, and strengthening disclosure standards for investors and shareholders.
These changes modernise Singapore’s public M&A framework while preserving commercial flexibility. They reinforce the Code’s foundational principles of equal treatment of shareholders, adequate information, and an orderly competitive bidding process.
Background
The Code governs public M&A transactions including general offers, schemes of arrangement, and reverse takeovers; for listed companies and unlisted public entities in Singapore. It rests on the foundational principles of fair treatment for all shareholders, adequate disclosure, and an unhindered competitive bidding process.
However, the SIC’s consultation, which concluded in late 2025, identified several gaps. Complex holding structures, creeping acquisitions through concert parties, and transactions where target boards entered into exclusivity clauses, matching rights, or break fees that could stifle competing bids all signalled that the framework needed updating. Market practitioners, boards, institutional investors, and legal advisors fed into the process, and the final rules published in June 2026 adopted many proposed enhancements while recalibrating others to preserve commercial flexibility.
Key Changes
- Revised Definitions
- Control
The threshold at which a party is deemed to have acquired "control" of a company has been raised from 20% to 30% of voting rights.
- Associate
The definition has been narrowed. Banks and directors of companies within the offeror’s or offeree’s corporate group (and certain related associated companies) are no longer automatically treated as associates or presumed to be acting in concert.
- Close Relative
The definition has been broadened to include grandparents, grandchildren, cohabitants, civil partners and a wider range of in-law relationships. This expansion reflects modern family structures and ensures that the Code's concert party provisions remain robust in light of evolving social norms.
- Deal Protection Measures
Perhaps the most closely watched aspect of the consultation was the SIC's initial proposal to impose a general prohibition on deal protection measures and other offer-related arrangements. Such measures including break fees, exclusivity arrangements, and matching rights have become increasingly common in Singapore M&A transactions. While they can encourage initial offers and provide deal certainty, excessive usage can deter competing bids and ultimately disadvantage offeree shareholders.
Following industry feedback, the SIC decided not to proceed with a blanket prohibition. The Council accepted respondents' views that the anti-competitive effects of deal protection practices in Singapore's market are currently limited, and that offeree boards should retain the freedom to assess whether such measures serve shareholders' best interests. Instead, the SIC introduced more targeted amendments and guidance to mitigate anti-competitive effects while preserving commercial flexibility.
- Break Fees capped at 1%
The revised Code retains Rule 13 on break fees but introduces a significant new limitation: where an offeree agrees to more than one break fee, the aggregate value of all break fees payable must not exceed 1% of the offeree's value, calculated by reference to the price of the first competing offer at the time of the announcement of a firm intention to make an offer. Additionally, the offeree board and its financial adviser must now explain in their submission to the SIC why the break fee is in the best interests of the offeree's shareholders.
- Exclusivity arrangements and other undertakings
The revised Code provides clearer guidance on implementation agreements and exclusivity arrangements. Key provisions include:
- Fiduciary-out condition
Exclusivity arrangements that limit the offeree board’s ability to engage with competing offerors must include a “fiduciary-out” condition, relieving directors of those obligations where necessary to discharge their fiduciary duties.
- Notification obligations
Notification obligations should generally be limited to disclosing the mere fact of an approach rather than detailed information about a competing bid.
- Matching rights
Matching rights allowing an offeror to match or better a competing offer should not exceed seven calendar days; longer periods will normally be regarded as anti-competitive.
Customary provisions on representations and warranties, procedural obligations for schemes, and non-occurrence of specific events that do not deter competition remain acceptable. Parties must also include a contractual clause stating that any provision determined by the SIC to contravene Rule 13 shall have no legal effect.
- Schemes of Arrangement: Six-Month Deadline and Procedural Certainty
To shorten prolonged offer periods and prevent last-minute walk-aways, the Code now requires:
- The shareholder meeting to approve a scheme to be held within six months of the scheme announcement (unless the SIC consents otherwise).
- Prior to the court sanction hearing, both the offeror and the offeree must confirm to the SIC that all conditions (other than those capable of satisfaction only upon or after sanction) have been satisfied or waived, and must undertake to be bound by the scheme’s terms once sanctioned.
An exception applies where a material regulatory clearance remains outstanding and the required action is unclear or would create circumstances of material significance; in such cases the long-stop date will normally be extended.
- Offeror Statements and Clarification of Intentions
The revised Code introduces several important changes regarding offeror statements to enhance market certainty and protect shareholder expectations.
- "Put Up or Shut Up" Deadline Codified
Where a potential offeror has not clarified its intentions for a prolonged period, the SIC may now formally direct the offeror to either announce a firm intention to make an offer or make a "no intention to bid" statement within 28 days. The SIC reserves the right to impose an earlier or later deadline where appropriate. This codification of the SIC's existing practice provides greater certainty to offeree companies and their shareholders.
- Indicative Offer Price Binding
Where an indicative offer price has been publicly disclosed before a firm offer announcement, the announced offer price must be no less than the indicated price, and the potential offeror is subject to a 28-day deadline from the date of disclosure. This aligns Singapore with approaches in Hong Kong and the United Kingdom.
- Media and Communications: Social Media and Video Restrictions
The Code’s communications framework now explicitly covers videos, webcasts, podcasts, and social media. Videos and podcasts containing offer‑related opinions must feature a director or senior executive reading from a script or participating in a scripted interview, may only be published with the SIC’s prior consent, and must be released on SGXNet and the party’s website. Social media is generally limited to reproducing approved announcements, documents, and SIC‑approved videos, or providing neutral links to such materials.
- Frustrating Actions and Competing Asset Sales
Under Rule 9 of the Code, an offeree board is prohibited from taking frustrating actions such as issuing new shares, granting material options, or selling major assets during an offer period without shareholder approval.
The revised Code enhances shareholder protection during such events:
- Detailed Circulars and Independent Advice:
When an offeree board convenes a shareholder meeting to approve a potential frustrating action, it must consult the SIC on meeting timing and issue a comprehensive circular. This circular must explicitly disclose the substance of independent financial advice obtained by the board regarding the impact of the frustrating action.
- Quantification of Competing Asset Sales:
If an offeree company attempts to sell all or substantially all of its assets in competition with an active takeover offer, the target must quantify the expected net cash proceeds intended for distribution to shareholders. Under the revised Code, this quantified estimate is formally treated as a profit forecast, subjecting it to rigorous reporting and auditor verification standards under Rule 25.
- Enhanced Disclosures and Equality of Information
Equality of information among offerors has been strengthened. Under the revised Rule 9.2, a subsequent bona fide offeror or potential offeror may request all information previously given to another offeror (rather than having to pose specific questions). The offeree must supply that information promptly, including any further information provided in the following seven days. The obligation extends, as far as practicable, to site visits and management meetings. Information sharing may be subject only to limited conditions on confidentiality, reasonable non-solicitation and use solely in connection with an offer. Formal sale processes are exempt, although the offeree should still facilitate a competitive environment.
A new Rule 8.8 requires the offeree to disclose to all offerors (including potential offerors) an estimate of aggregate offer-related fees and expenses at the time the offeree board circular is published. Updated estimates must be provided if fees are likely to exceed the previously disclosed maximum by 10 % or more, and the final amount must be disclosed if it exceeds that threshold.
Conclusions
The revisions to the Singapore Code on Take-overs and Mergers effective 16 July 2026 represent a deliberate, balanced evolution of Singapore's public M&A framework. By capping financial lock-ups, enforcing scheme deadlines, strengthening equal information access, and extending disclosure obligations, the MAS and SIC have reinforced Singapore's standing as a transparent and world-class capital markets hub, one where take-overs are conducted fairly and in the best interests of all investors.
While the reforms will raise compliance demands at the margin, they are a long-term investment in market integrity. Offerors, target companies, and their advisers that engage with the new requirements early like reviewing transaction planning, implementation agreements, and communications frameworks against the revised Code will be best positioned to execute transactions efficiently and with reduced regulatory risk.