Takeovers, mergers code in S'pore to be reviewed

The changes would prevent cases like the impasse between TCC Assets, held by Mr Charoen Sirivadhanabhakdi (above), and OUE for F&N.
The changes would prevent cases like the impasse between TCC Assets, held by Mr Charoen Sirivadhanabhakdi (above), and OUE for F&N.PHOTO: BLOOMBERG

Proposed amendments take into account changes in the market and global practices

The Singapore Code of Takeovers and Mergers is being reviewed to take into account changes in the market and international practices.

The Securities Industry Council (SIC) yesterday issued a consultation paper, proposing various amendments to the code.

The key proposals aim to provide greater certainty where there are competing offers, and encourage the boards of takeover targets to be more proactive in safeguarding shareholders' interest.

The SIC said that with competing offers, the proposal means the code would "clarify that the offer timetables will be aligned to that of the latest offer".

The code would also start a default auction to get a final offer price from each competing firm, if none is forthcoming from either, in the later stages of the offer period.

  • The code was last reviewed in 2012 and the council has beenin discussions with practitioners involved in mergers and acquisitions. Under the proposals, firms could avoid being locked in a tussle over an acquisition, for instance.

The council also proposed to provide guidance on board conduct during an offer.

For instance, it said the code would suggest that the takeover targets should consider "sharing available management projections and forecasts with the independent financial adviser".

The code would also require the quicker disclosure of any changes that were previously published in an offer.

It also aims to streamline existing practices in several ways.

The code was last reviewed in 2012 and the council has been in discussions with practitioners involved in mergers and acquisitions.

Under the proposals, firms could avoid being locked in a tussle over an acquisition, for instance.

In 2013, the council made a rare intervention by starting an auction to break the impasse over a proposed takeover of beverage and property conglomerate Fraser & Neave (F&N).

The tussle was between Overseas Union Enterprise (OUE) and TCC Assets - controlled by Thai Tycoon Mr Charoen Sirivadhanabhakdi - and OUE eventually withdrew.

In another case, in 2010, the SIC set a deadline for Indian medical firm Fortis Healthcare to indicate whether it would bid for healthcare group Parkway Holdings.

The council has made similar requests in other mergers and acquisitions cases.

In November 2002, tycoon Oei Hong Leong was told to make his intentions clear on local steel products producer NatSteel.

By imposing a deadline on Mr Oei, NatSteel shareholders were able to decide if they should accept the offer from consortium 98 Holdings, which was led by hotel tycoon Ong Beng Seng.

Gibson, Dunn & Crutcher partner Robson Lee said: "The proposed amendments to the code are a good response to market developments since the last review by the council in 2012."

He noted that the F&N takeover showed a need for more transparency and certainty in the offer timetable in a competitive bid situation.

"The council's proposal to codify a more precise auction process and timelines in a competitive bid situation will put the Singapore market on a par with the current practices in Hong Kong and in Britain."

•Those interested in the proposals can submit comments to the council by post or e-mail (sic@mas.gov.sg) by Aug 6.

A version of this article appeared in the print edition of The Straits Times on July 07, 2015, with the headline 'Takeovers, mergers code in S'pore to be reviewed'. Print Edition | Subscribe