MAS Amends Singapore Code on Take-overs and Mergers to Strengthen Deal Protections

MAS revised the Singapore Code on Take-overs and Mergers on 16 June 2026, effective 16 July 2026, to protect the competitive process of takeover transactions, improve certainty and timeliness of schemes of arrangement, and enhance disclosures. Changes include capping break fees at 1% of company value with mandatory justification to the Securities Industry Council, requiring scheme of arrangement approval meetings within six months of announcement, a three-month waiting period before reopening closed offers with a price floor, and mandatory independent advice on defensive actions against takeover bids.

• Caps break fees at 1% of company value; boards must justify fees to the Securities Industry Council
• Requires scheme of arrangement approval meetings within six months of announcement
• Imposes a three-month waiting period and price floor before reopening closed offers
• Allows the Council to impose a 28-day deadline on inactive potential offerors
• Requires independent advice and disclosure of quantified proceeds for defensive/frustrating actions