Singapore MAS Overhauls Takeover Rules for Fairer Competition

Singapore’s Monetary Authority (MAS) is tightening takeover and merger rules, effective July 16, 2026. These revisions aim to ensure fair competition and protect against deal protection measures that could deter rival bids in the market.

New Rules Target Fair Play

The new framework introduces several key changes to the existing regulations:

• Break fees will be capped at 1% of the target company’s value.
• The Securities Industry Council (SIC) is empowered to act against exclusivity arrangements that hinder competing offers.
• Target company boards and financial advisers must justify and disclose proposed break fees.
• Shareholder meetings for schemes of arrangement will generally occur within six months of their announcement.
• Bidders cannot retract a statement about not increasing or extending an offer for a specified period.
• Indicative prices disclosed before a firm offer will establish a price floor.
• The SIC may provide potential offerors 28 days to make a firm offer or withdraw.
• Target companies must obtain and disclose independent advice on the fairness of financial terms for actions that could frustrate an offer.
• Expected cash returns and timing for asset sales competing with share offers must be disclosed, treated as a profit forecast.

Consultation & Implementation

These amendments are a result of a public consultation launched in May 2025. Parties involved in current or planned transactions are advised to consult the council before the rules come into effect.