Parties are generally free to negotiate the terms and conditions of M&A transactions, subject to compliance with mandatory laws and regulations. The key rules/laws relevant to M&A in Singapore and the regulatory authorities that administer them are summarized below.

Companies Act 1967 of Singapore (Companies Act)

The Companies Act is applicable to all companies incorporated, registered or carrying on business in Singapore. The Accounting and Corporate Regulatory Authority of Singapore (ACRA) is the authority with regulatory oversight and is responsible for the administration of the Companies Act.

Insolvency, Restructuring and Dissolution Act 2018 of Singapore (IRDA)

The IRDA is an omnibus legislation that consolidated all personal and corporate insolvency and debt restructuring legislation into a single statute, which came into force on 30 July 2020. The IRDA seeks to align the insolvency and debt restructuring procedures previously found in separate pieces of legislation and enhance Singapore’s insolvency and debt restructuring regime with the introduction of provisions relating to super-priority rescue financing and worldwide moratoriums. The IRDA, together with the Companies Act, provides for the protection of creditors by its various capital preservation provisions, such as the rule preventing the undervalued sale of a business and the prohibition against unfairly preferring one creditor over another in the event of a company’s insolvency and, particularly in relation to M&As, provisions on the prohibition of financial assistance by a company to the acquirer in the purchase of its shares.

Securities and Futures Act 2001 of Singapore (SFA)

Part 8 of the SFA sets out the primary legislative provisions relating to takeover offers in Singapore. Section 138 of the SFA provides for the establishment of the Securities Industry Council (SIC), the regulatory body which oversees and administers the Singapore Code on Take-overs and Mergers (elaborated below). The SIC is part of the Monetary Authority of Singapore (MAS). In addition, the Financial Services and Markets Act 2022 (FSMA), which consolidates and streamlines the regulation of financial services and markets in Singapore, complements the SFA by providing MAS with enhanced supervisory and enforcement powers over financial institutions, including in respect of changes of control of regulated entities.

Competition Act 2004 of Singapore (Competition Act)

If the transaction gives rise to competition and anti-trust issues, the Competition Act could also apply. Specifically, Section 54 of the Competition Act prohibits mergers that have resulted in or may be expected to result in, a substantial lessening of competition within any market in Singapore for goods and services.

The Competition and Consumer Commission of Singapore (CCCS) is the regulatory body overseeing the administration and enforcement of the Competition Act in Singapore. While there is no mandatory requirement for mergers to be notified to the CCCS, merger parties may voluntarily notify their transaction to the CCCS for a decision on whether the transaction will substantially lessen competition in Singapore. Parties to an M&A transaction should conduct self-assessments against the guidelines published by the CCCS to determine if there may be a substantial lessening of competition and a merger notification is necessary. Parties who choose not to notify mergers that raise competition concerns would risk the CCCS subsequently investigating the transaction on its own initiative. In the event that the CCCS finds that the merger will likely or has led to a substantial lessening of competition in Singapore, the parties may be liable to face financial penalties or other directions imposed by the CCCS which may include divestiture orders.

Significant Investments Review Act 2024 (SIRA)

The SIRA, which came into force on 28 March 2024, introduces a layer of scrutiny for significant investments in strategic sectors. This Act aims to safeguard Singapore’s national security and critical economic interests by regulating ownership and control over designated entities which are deemed vital to Singapore’s national security and public interest. Since its commencement, the Office of Significant Investments Review under the Ministry of Trade and Industry has been established to administer the SIRA and review notifiable transactions. Designated entities have been progressively gazetted across critical sectors, including banking and finance, energy, water, infocomm, and transport. In general, M&A transactions involving the acquisition of control in a designated entity such that the buyer becomes a 12%, 25% or 50% controller in such entity, would be subject to government approval. Transactions completed without the requisite approvals will be rendered void. Buyers are also required to notify the Minister for Trade and Industry after they become a 5% controller in a designated entity. In addition, sellers must also seek approval from the Minister when they cease to become a 50% or 75% controller.

Investors and companies must therefore integrate SIRA-related assessments into their due diligence processes to determine whether a transaction falls within the purview of SIRA. As the regime matures and additional entities may be designated over time, ongoing monitoring of SIRA designations is essential. Non-compliance with the SIRA, including failure to notify the authorities or proceeding with a transaction without obtaining the necessary approvals, can result in significant fines, divestment orders, or other corrective measures.

Personal Data Protection Act 2012 (PDPA)

The PDPA governs the collection, use, disclosure, and care of personal data in Singapore and is administered by the Personal Data Protection Commission (PDPC). The PDPA is particularly relevant to M&A transactions involving data-intensive targets in sectors such as e-commerce, fintech, healthtech, and digital services. The PDPA imposes obligations on the handling and transfer of personal data during and after a transaction. Notably, the PDPA provides a “business asset transaction” exception which permits the transfer of personal data as part of an M&A transaction, subject to certain conditions, including that the personal data is necessary for the transaction and that the transferee uses the data only for the purposes for which it was originally collected. Acquirers should assess the target’s PDPA compliance as part of the due diligence process, including data protection policies, data breach history, and any ongoing investigations or enforcement actions by the PDPC.

Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA)

The CDSA is Singapore’s primary anti-money laundering (AML) legislation. It criminalizes money laundering and the financing of terrorism, and imposes reporting obligations on persons who know or have reasonable grounds to suspect that property represents the proceeds of criminal conduct. In the context of M&A, the CDSA is relevant to due diligence assessments of a target’s AML compliance framework, particularly for targets operating in regulated sectors such as banking, financial services, and payment services. MAS-regulated entities are also subject to fit and proper requirements, and acquirers seeking to become substantial shareholders or controllers of such entities must demonstrate compliance with AML standards. Failure to comply with the CDSA can result in criminal penalties, including imprisonment and fines.

Foreign Interference (Countermeasures) Act 2021 (FICA)

FICA addresses foreign interference in Singapore’s domestic affairs through hostile information campaigns and the use of local proxies. Under the FICA, the Minister for Home Affairs may designate “politically significant persons” (PSPs) who are subject to disclosure and reporting obligations regarding foreign affiliations and donations. FICA is relevant to M&A transactions involving media entities, entities with significant public influence, or entities whose ownership or control may be scrutinized for foreign interference risks. Acquirers of entities that may fall within the scope of FICA should assess whether the target or its key personnel have been designated as PSPs, and whether the transaction may trigger any notification or approval requirements under FICA.

Singapore Code on Take-overs and Mergers (Takeover Code)

The Takeover Code, which is issued by the MAS, applies to the acquisition of voting control of:

• corporations (including corporations not incorporated under Singapore law) with a primary listing of their equity securities in Singapore;
• registered business trusts with a primary listing of their units in Singapore; and
• real estate investment trusts.

While the Takeover Code was drafted with listed public companies, listed registered business trusts and real estate investment trusts in mind, unlisted public companies and unlisted registered business trusts having more than 50 shareholders or unitholders and net tangible assets of S$5 million or more must also observe the letter and spirit of the General Principles and Rules of the Takeover Code wherever it is possible and appropriate. The Takeover Code does not apply to take-overs or mergers of other unlisted public companies and unlisted business trusts, or private companies. The Takeover Code adopts a self-regulatory regime, and the primary responsibility for ensuring compliance with the Takeover Code rests with parties (including company directors) to a take-over or merger and their advisers, not the SIC.

The Takeover Code does not have the force of law. However, the SIC has the power to impose sanctions for any breaches of the Takeover Code. These sanctions include private reprimands, public censure, or, where the breach is flagrant, further action as the SIC thinks fit, such as actions designed to deprive the offender temporarily or permanently of its ability to enjoy the facilities of the securities market and/or requiring existing and former holders of the securities of the offeree company to be compensated.

In the case of breaches by advisers (including lawyers), the SIC may require such adviser to abstain from taking on Takeover Code-related work for a period of time.

Listing Manual of the Singapore Exchange Securities Trading Limited (Listing Manual)

Where the buyer, seller or target company is listed on the Singapore Exchange Securities Trading Limited (SGX-ST), the listing rules of the SGX-ST as set out in the Listing Manual will be applicable in relation to the transaction. In particular, relevant disclosures will have to be made if the transaction is considered an interested person transaction, discloseable transaction, major transaction or very substantial acquisition or reverse takeover, within the meaning of the listing rules.

Industry Specific Regulations

In Singapore, M&A transactions involving the acquisition of ownership and/or control in entities in certain industries may be subject to various industry-specific regulations, particularly in sectors that are highly regulated due to national security, economic stability, or consumer protection concerns. In addition, the SIRA now provides an overarching framework for government review of transactions involving designated entities in critical sectors. Some key industry-specific regulations that apply to M&A transactions include:
(i) Banking & Financial Services

Prior approval from the MAS is required where a person gains effective control of an entity holding a Capital Markets Services (CMS) licence, by virtue of, inter alia, holding directly or indirectly, 20% or more of the issued share capital or voting power in the CMS licence-holder. The MAS strictly regulates ownership changes in CMS-licensed firms to ensure that shareholders meet fit and proper criteria, and to reduce risks associated with money laundering, financial instability, or improper market influence. In addition, the Financial Services and Markets Act 2022 (FSMA) provides MAS with consolidated supervisory powers over financial institutions, including enhanced powers to approve or object to changes of control of regulated financial institutions.

Under the Banking Act 1970 of Singapore, a person (whether resident in Singapore or not) acquiring 5% or more of a Singapore-incorporated bank’s shares or becoming a substantial shareholder of a Singapore-incorporated bank, must obtain prior approval from the MAS. As for other non-bank financial institutions regulated by the MAS, there are generally no express foreign ownership requirements save for certain exceptions.

Under the Payment Services Act 2019 (PSA), entities providing payment services in Singapore (including digital payment token services, money-changing, cross-border money transfer, and merchant acquisition services) must be licensed by the MAS. Acquisitions resulting in a change of control of a licensed payment service provider require prior approval from the MAS. Given the growth of fintech-related M&A in Singapore, the PSA is an increasingly important regulatory consideration for transactions in this space.

The Variable Capital Companies Act 2018 (VCC Act) introduced a new corporate structure specifically designed for investment funds in Singapore. VCCs, which have been available since January 2020, are increasingly used by private equity, venture capital, and hedge funds. Unlike companies incorporated under the Companies Act, VCCs are subject to a distinct regulatory framework, including different rules on share capital, dividends, and disclosure. M&A transactions involving VCC-structured funds or portfolio companies held through VCC structures should take into account the specific requirements and limitations of the VCC Act, including the rules on sub-fund segregation and the role of the fund manager.

(ii) Telecommunications and Media

M&A transactions in the telecommunications and media sector are regulated by the Infocomm Media Development Authority (IMDA). The Info-communications Media Development Authority (Amendment) Bill 2026 which was introduced in early 2026, represents a pivotal shift in Singapore’s regulatory landscape by harmonising the merger control framework for the media sector with the more stringent standards historically reserved for telecommunications. Under these new rules, the regulatory net has been significantly expanded: any person or entity regardless of whether they are already a “regulated person” in the industry, is now required to obtain prior written approval from the IMDA before acquiring a 30% or more ownership stake or voting power in a regulated media company. This marks a departure from the previous regime, where such approvals were primarily triggered only if the acquirer was an existing media licensee.

Additionally, while the Bill simplifies administrative burdens for “pro-forma” transactions (requiring only notification rather than full approval for internal restructurings), it grants the IMDA enhanced information-gathering powers and transfers the authority to order structural separation to the Minister for Digital Development and Information, signaling that such high-level remedies are now treated as matters of national and public interest. For M&A practitioners, this means that tech and media deals now face a “telecoms-style” level of scrutiny, requiring deeper regulatory due diligence and potentially longer lead times for deal clearance.

The legacy thresholds under the Broadcasting Act 1994 continue to provide a layered approach to control. Prior IMDA approval is still required for any person to become a substantial shareholder (holding 5% or more) or a 12% controller (direct or indirect) of a broadcasting company. These rules also capture any “acting in concert” arrangements regarding the exercise of voting rights at these thresholds. Additionally, strict foreign ownership limits remain, the IMDA generally will not grant a broadcasting license to domestic broadcasting companies if they are controlled by foreign investors or if foreign investors hold more than 49% of the company’s shares or voting power, unless specific approval is granted by the Minister.

(iii) Electricity and Gas

Similarly, M&A transactions in the electricity and gas sectors in Singapore are subject to strict regulatory oversight by the Energy Market Authority (EMA). This is to ensure continued energy security, market stability, and compliance with competition laws. Companies in these sectors which are seeking to undertake M&A transactions must obtain the relevant approvals from EMA. For instance, pursuant to the Electricity Act 2001 and the Gas Act 2001 of Singapore, approval of the EMA is required where a person becomes a 12% controller or 30% controller or an indirect controller of a designated electricity licensee, or for the acquisition as a going concern of the business or any part of the business of a designated electricity licensee.

(iv) Cybersecurity and Data Protection

M&A transactions in Singapore must navigate a sophisticated dual-layered regulatory framework comprising the Cybersecurity Act 2018 (as amended by the Cybersecurity (Amendment) Act 2024) and the Personal Data Protection Act 2012 (PDPA).

The Cybersecurity (Amendment) Act 2024 significantly expanded the Commissioner of Cybersecurity’s reach beyond traditional Critical Information Infrastructure (CII). In the 2026 deal landscape, due diligence must now identify if a target falls into new regulatory categories:

• Systems of Temporary Cybersecurity Concern (STCC): Systems critical to Singapore for a limited period (e.g., those supporting high-profile international summits or emergency response).
• Entities of Special Cybersecurity Interest (ESCI): Entities that, while not CII, hold sensitive data or perform functions that, if compromised, could have detrimental effects on Singapore’s public order or safety.
• Foundational Digital Infrastructure (FDI): Providers of cloud computing and data center services.

For M&A practitioners, these designations trigger mandatory change-of-control notifications and strict adherence to sector-specific codes of practice. Failure to disclose these designations or non-compliance with the Commissioner’s directions can lead to significant financial penalties or even the stalling of a transaction on national security grounds.

In addition, M&A transactions involving targets that collect, use, or disclose personal data are subject to the requirements of the Personal Data Protection Act 2012 (PDPA). Acquirers should assess the target’s data protection compliance as part of due diligence, including data protection policies, consent management practices, data breach notification history, and any pending enforcement actions by the Personal Data Protection Commission (PDPC). The PDPA’s “business asset transaction” exception permits the transfer of personal data as part of an M&A transaction without the consent of the individuals to whom the data relates, subject to conditions including that the personal data is necessary for the transaction and that the transferee limits its use of the data to the purposes for which it was originally collected.

(v) Real Estate

The Residential Property Act 1976 (RPA) restricts the acquisition of certain residential property in Singapore by foreign persons, including landed residential property and strata-titled units in buildings with fewer than six storeys that are not approved condominiums. Foreign persons (including foreign-owned entities) seeking to acquire restricted residential property must obtain approval from the Land Dealings Approval Unit under the Singapore Land Authority. In the context of M&A, acquirers should assess whether the target holds or has an interest in restricted residential property, as a change of control of the entity holding such property may trigger the restrictions under the RPA.

(vi) Employment

Two recent pieces of employment legislation are relevant to M&A due diligence. The Workplace Fairness Act 2024, with provisions progressively coming into force, prohibits workplace discrimination based on specified protected characteristics, including age, nationality, sex, race, religion, disability, and mental health conditions. Acquirers should assess the target’s compliance with anti-discrimination obligations as part of the employment due diligence workstream. In addition, the Platform Workers Act 2024 extends workplace protections — including Central Provident Fund (CPF) contributions and work injury compensation — to platform workers (such as ride-hailing drivers and delivery riders). M&A transactions involving gig economy and platform-based businesses should account for the reclassification of workers and the associated cost implications arising from compliance with this Act.

Beyond these landmark Acts, due diligence in the first half of 2026 must also address several immediate statutory adjustments to labor costs and benefits. As of 1 April 2026, the government-mandated Shared Parental Leave has increased to 10 weeks, and the statutory retirement and re-employment ages have been raised to 64 and 69, respectively, as of 1 July 2026. Acquirers should meticulously audit the target’s HR policies to ensure compliance with these updated leave entitlements and retirement provisions.

The global M&A market has entered 2026 on a resilient footing, largely unfazed by the short-term disruptions of recent Middle Eastern geopolitical events. In 2025, global deal value surged by approximately 40% to reach US$4.9 trillion, a powerful rebound that signals a return of strategic appetite among corporate leaders. This recovery is underpinned by an “innovation supercycle” in Artificial Intelligence (AI) and a significant resurgence of megadeals exceeding US$5 billion. Investor confidence remains high, with 61% of global CEOs expecting the economy to improve this year, providing a stable foundation for transformative, long-term strategic investments.

M&A activity in the Asia-Pacific region remains robust in Q3 2025, logging 2,519 transactions worth $107.2 billion, with the Industrials sector topping the list at $28.36 billion, trailed by Information Technology ($9.39 billion) and Healthcare ($8.02 billion). China led Asia-Pacific M&A activity with $35.13 billion across 507 deals, followed by Japan ($17.03 billion from 563 deals), South Korea ($13.56 billion), Australia ($9.88 billion), and Hong Kong ($3.19 billion)—a testament to broad-based regional momentum. This broad geographic engagement underscores the region’s role as a critical engine for global deal flow, even as buyers become more selective regarding cross-border risks.

Southeast Asia, led by Singapore, is poised for further strengthening throughout 2026 as it solidifies its status as a premier financial and digital hub. While Singapore’s total M&A value saw a 9.1% dip in 2025 to S$90.1 billion (US$70.4 billion) and deal counts hit a decade low, these figures mask a strategic shift toward high-quality, mid-market transactions. Notably, inbound activity rose by 16%, specifically targeting digital infrastructure, data centers, and “silver economy” healthcare assets. The 2026 outlook remains bullish, with a sharp focus on AI-integrated financial services and specialist medical groups tailored to the region’s aging demographics, ensuring Singapore remains the central node for regional consolidation.

Impact of the US-Israel-Iran Conflict

The 2026 US-Israel-Iran conflict has swiftly transformed the M&A market from steady recovery into a volatile buyer’s landscape. As energy prices spike due to threats to the Strait of Hormuz, valuation models are being forced to move away from historical growth projections toward real options theory and heavy “geo-risk premium” adjustments, particularly for targets with Asian supply chain dependencies. While overall activity has slowed as dealmakers navigate a widening “bid-ask” gap, capital is rapidly rotating toward defensive and resilient sectors—specifically aerospace and defense, cybersecurity, and sovereign AI infrastructure—where strategic acquirers are still willing to pay premiums to secure critical capabilities.

To close deals in this environment, practitioners are increasingly relying on sophisticated structural tools like EBITDA-based earn-outs and bespoke working capital buffers to mitigate macroeconomic shocks. Legal protections have also sharpened; since standard “Material Adverse Change” (MAC) clauses rarely cover geopolitical volatility, buyers are shifting toward specific, quantifiable “carve-ins” and more rigorous interim operating covenants. Furthermore, with the expansion of strict liability sanctions, due diligence has evolved from simple list-checking into deep-web mapping of beneficial ownership and supply chain exposure.

The APAC M&A market found its second wind in FY2025, with aggregate deal value rising 39.3% year-on-year to approximately US$1.2 trillion across 11,208 transactions—volume remaining stable but propelled by 35 megadeals valued at US$416 billion. By value, the industrials and chemicals sector led with US$263.5 billion (+69.9% YoY), fueled by major corporate restructurings in China, Japan, and India, including Shandong Hontron’s US$43.6 billion acquisition of Shandong Hongtuo Industrial. Financial services nearly doubled to US$196.9 billion, driven by state-supported bank recapitalisations in China, while technology, media, and telecommunications (TMT) advanced 23% to US$165.9 billion amid strong digital infrastructure demand.

In terms of deal volume, TMT ranked first with 2,777 transactions, reflecting sustained requirements for data centers, AI platforms, and cloud infrastructure in Greater China and Southeast Asia. Industrials and chemicals ranked second (1,956 deals), followed by business services (1,227), pharma/medical/biotech (972), and consumer sectors (910 deals, down 2.9% YoY to US$58 billion due to restrained Chinese consumer spending). Private equity buyout values fell 15.2% to US$151.1 billion, with strategic acquirers dominating the megadeal upswing.

The second-half 2025 pipeline of 1,448 prospective transactions highlights ongoing momentum in industrials and chemicals (311 opportunities, 21% share) and TMT (240, 17% share), predominantly in Greater China (542 total) with spillover into Southeast Asia for data center development amid Singapore’s capacity constraints. Mid-tier sectors like pharma/medical/biotech and consumer maintain steady prospects, while energy, mining, and utilities prioritize essential minerals and grid modernization in Australia and New Zealand.

Singapore mirrors these dynamics particularly in TMT, where Malaysia captures overflow data center demand from the city-state’s land and power shortages. Financial services continues to benefit from APAC-wide recapitalisation efforts, while consumer deals remain targeted, mirroring private equity’s focus on durable retail models such as Bain Capital’s US$5.5 billion York Holdings transaction in the broader region.

Over the next two years, the three most significant factors influencing M&A activity are likely to be the pursuit of AI‑driven transformation and scale, the continued deployment of large pools of uncommitted capital by financial sponsors, and a more supportive regulatory, macroeconomic, and policy environment. Together, these forces are expected to sustain a rebound in deal making, even as activity remains selective and concentrated in larger transactions.

Artificial intelligence (AI) infrastructure represents the foremost driver,  as corporations and private equity firms increasingly target acquisitions in data centers, semiconductors, energy generation, and networking hardware to participate in the broader AI buildout. This capital‑intensive expansion is expected to absorb substantial liquidity, tilting deal flow toward megadeals in technology, utilities, and related real‑estate‑backed infrastructure, while leaving less capital available for smaller or opportunistic transactions. Hyperscale cloud providers and large asset managers are already active in this space, often structuring deals around power purchase agreements and grid‑related considerations, supported by regulatory willingness to fast‑track critical infrastructure projects.

Financial sponsor monetisation pressures rank among the next major influences, as many private equity‑backed companies approach or exceed typical hold periods, creating incentives for exits and portfolio rotations. Lower interest rates, if maintained or reduced further, should ease leverage costs and support take‑privates, secondary buyouts, and IPOs, especially in assets acquired during the late‑2010s and early‑2020s. This environment encourages the use of continuation vehicles and dividend recaps, allowing sponsors to crystallize gains while redirecting capital toward AI‑adjacent and resilient consumer sectors, thereby helping to sustain mid‑market deal activity even as strategic megadeals dominate headlines.

Regulatory and geopolitical conditions form the third pillar shaping M&A over the next two years. Antitrust regimes in major jurisdictions appear to be stabilising, with governments increasingly focused on predictable merger‑review timelines and clearer frameworks rather than across‑the‑board deal‑blocking, which supports consolidation in sectors such as healthcare, industrials, and financial services. At the same time, cross‑border flows are being reshaped by governance reforms, currency dynamics, and national‑security concerns, which are encouraging outbound investment from markets like Japan and driving supply‑chain reshoring in areas such as semiconductors, defense, and critical minerals. In APAC, this dynamic is likely to support greater regional integration and expansion of digital‑infrastructure ecosystems, including data‑center‑driven investment spillovers from financial hubs like Singapore into neighbouring markets such as Malaysia.

The key means of effecting the acquisition of a publicly traded company in Singapore include general offers, schemes of arrangement, reverse takeovers and voluntary de-listings.

General offers

Under the Takeover Code, general offers may take the following forms:

• mandatory offer, which is triggered by the offeror acquiring shares which result in the shareholdings of the offeror in the target, together with those of parties acting in concert with it, crossing the stipulated thresholds (see Question 26);
• voluntary offer, which is made on a voluntary basis by the offeror; and

partial offer, where a voluntary offer is made for a certain portion of the target’s shares only.

Schemes of Arrangement

A scheme of arrangement is a statutory procedure which requires:

• the approval of a majority in number of shareholders of the target (unless the High Court of Singapore orders otherwise) present and voting in person or by proxy, with that majority also representing at least 75% in value of the shares voted at the scheme meeting; and
• the sanction of the High Court.

Once sanctioned by the High Court, a scheme would bind all shareholders of the target, including dissenting shareholders.

Typically, a scheme would be structured such that the shares in the target are transferred from the target’s shareholders to the acquirer, in consideration for either cash or new shares to be issued in the acquirer (or a combination of both).

Reverse takeovers

In a reverse takeover transaction, the acquirer (typically a listed company) acquires all or a majority of the shares of the target (being a private company). The purchase consideration for the acquisition will typically be satisfied (in whole or in part) by the acquirer issuing shares to the existing shareholders of the target (vendors), such that following the completion of the acquisition, the vendors would become the controlling or majority shareholders of the acquirer. The vendors may then be required to make or may decide to make a takeover offer for the remaining shares in the target that it does not own. As a result of the transaction, the vendors gain control of the listed company. Such transactions are subject to additional approvals and requirements by the SGX-ST, SIC as well as the approval of the target’s shareholders.

Voluntary de-listings pursuant to an Exit Offer

If a target is seeking to de-list from the SGX-ST, an exit offer must be made to the target’s shareholders. The exit offer must be fair and reasonable and must include a cash offer as a default alternative. The target is also required to appoint an independent financial adviser to advise on the exit offer and the independent financial adviser must opine that the exit offer is fair and reasonable.

Following the exit offer, the target may seek a voluntary de-listing, which is subject to the approval of the SGX-ST. The SGX-ST may agree to an application to de-list from the SGX-ST if:

• The target convenes a general meeting of its shareholders to seek their approval for the de-listing.
• Such resolution to de-list has been approved by a majority of at least 75% of the total number of issued target shares (excluding treasury shares and subsidiary holdings) held by shareholders of the target present and voting at the general meeting. The offeror and parties acting in concert with it must abstain from voting on such resolution.

In respect of Singapore incorporated companies, information available from its filings with the ACRA and which are publicly available include details of the company’s issued share capital, details of the company’s directors and shareholders (and their respective shareholdings) and copies of the company’s constitutional documents. It is also possible to conduct litigation and winding up searches with the Singapore courts in respect of a target company, which will reveal if any litigation or winding up proceedings has been taken or is pending against the target company. It is not possible to conduct arbitration searches in Singapore.

Other information in the public domain may be accessible through the target company’s website, and in any prospectus, announcement or circular which the target company has released. This is particularly relevant in the case of publicly listed target companies, which are required under the rules of the Listing Manual to publicly release periodic financial information and other routine information (e.g. the results of general meetings) and to disclose any price-sensitive developments, including significant acquisitions and disposals.

In private M&A transactions, a due diligence exercise is often undertaken by the buyer and would typically cover legal, financial, commercial and tax matters of the target company. The selling shareholders and/or management of the target company will provide answers to a due diligence request list provided by the buyer and its advisers, and information and documents are typically provided via a data room.

In a bid process, a due diligence report may be provided by the seller as part of the auction process. Documents and information in relation to the target company which are deemed relevant would usually be provided to bidders via a data room. At the final negotiation stage, the final bidders may undertake confirmatory due diligence on sensitive commercial information which have not been provided in the earlier phases.

In a public M&A transaction, the buyer will initially conduct due diligence based on publicly available information. The management of the target company is not legally required to assist the bidder with its due diligence enquiries. However, the board of directors of the target company may choose to authorize certain disclosures to the offeror, subject to the relevant restrictions on disclosure. The directors of the target company, in deciding whether to provide information sought by an offeror, must consider their fiduciary duty to act in the best interests of the target and its shareholders as a whole.

The extent of due diligence would generally depend on the specific concerns of the buyer as well as its time and cost constraints. Typically, legal due diligence would cover corporate information (such as title to shares, constitutional documents and share capital of the target), material assets, material contracts, banking and financing documents, licenses and regulatory approvals, employee matters and material litigation. Increasingly, due diligence exercises also encompass cybersecurity and data protection assessments, particularly in light of the expanded regulatory framework under the Cybersecurity (Amendment) Act 2024 and the Personal Data Protection Act 2012, as well as SIRA-related assessments where the target may be a designated entity. In addition, acquirers are advised to assess the target’s compliance with the Workplace Fairness Act 2024 and, where the target engages platform workers, the Platform Workers Act 2024. For targets in the energy, industrials, and manufacturing sectors, carbon tax exposure under the Carbon Pricing Act 2018 should be evaluated. Anti-money laundering compliance under the CDSA, foreign ownership restrictions under the Residential Property Act 1976 (where applicable), payment services licensing under the Payment Services Act 2019, and any GST implications of the transaction structure are also increasingly standard due diligence items.

Buyers are increasingly seeking red flags (i.e. exceptions only) due diligence reports and preferring to undertake targeted due diligence focusing on issues which they consider to be most material in the context of the transaction.

In both public and private M&A transactions, the target company’s board of directors is the key decision-making body. Directors of the target company must have regard to their fiduciary duties and act in the best interests of the company for the benefit of the shareholders.

In a private M&A transaction, specific shareholder approval is not typically required unless the transaction specifically requires shareholder approval under Singapore legislation or a shareholders’ agreement or under the company’s constitution.

Shareholders in a public M&A transaction will be able to either accept a takeover offer in respect of their shares or vote to approve a scheme of arrangement.

Under common law, a company’s directors owe fiduciary duties to the company, including the duty to act in good faith and in the best interests of the company. The Companies Act also imposes a statutory duty on a director to act honestly and use reasonable diligence in the discharge of the duties of his/her office at all times.

In respect of public M&A transactions, the Takeover Code sets out several requirements in relation to the responsibilities and conduct of the target company’s directors (in addition to those which exist under common law and under the Companies Act). All directors of a target company are collectively responsible for the target company’s compliance with the Takeover Code, and this extends to situations in which powers are delegated to an individual director or a committee. In addition, the Takeover Code requires that all directors of a target company take responsibility for the documents published in connection with a takeover offer (see Question 22), and directors who believe that they may face conflicts of interests in situations should generally consult the SIC on whether it is appropriate for them to assume responsibility for any recommendations on the offer that the board may make to the target company’s shareholders.

Shareholders do not owe fiduciary duties to the company or to other shareholders, whether they are controlling shareholders or otherwise.

In general, employees have no statutory right to be consulted or otherwise to participate in the management of companies in Singapore.

In a scheme of arrangement, creditors are statutorily entitled to be notified of material facts in relation to the scheme which are relevant to them , and they will also get to vote on the scheme .

Private M&A transactions are usually subject to closing conditions, which is a matter of negotiation between the parties to the transaction. Typical closing conditions include the receipt of relevant governmental or regulatory approvals (if there are specific legal or regulatory requirements to be satisfied before closing) and the obtainment of corporate approvals by the relevant parties in respect of the transaction. It is also common for buyers to seek conditions as to the accuracy of representations and warranties provided by the seller and the absence of any material adverse change with respect to the target company as at closing.

Under the Takeover Code, a takeover offer may include (i) pre-conditions that need to be satisfied or waived before the offer document is sent to target shareholders and/or (ii) conditions that need to be satisfied in order to conclude the takeover offer.

Pre-conditions

An offeror can announce a pre-conditional voluntary offer where the announcement of a firm intention to make an offer is subject to the fulfilment of certain pre-conditions, subject to certain requirements prescribed by the Takeover Code. In such cases, the pre-conditions should be stated clearly in the pre-conditional offer announcement. Such pre-conditions must be objective and reasonable, and the pre-conditional offer announcement must specify a reasonable period for the fulfilment of the pre-conditions, failing which the offer will lapse. No pre-condition should be relied on to cause the offer to lapse unless the offeror has demonstrated reasonable efforts to fulfil the conditions within the time period specified and the circumstances that give rise to the right to rely on the conditions are material in the context of the proposed transaction.

Minimum acceptance condition

Under the Takeover Code, a takeover offer must be conditional on a minimum level of acceptance. Specifically:

• A mandatory offer must be conditional upon an offeror receiving acceptances which will result in the offeror, and parties acting in concert with it, holding more than 50% of the voting rights of the target, except with the consent of the SIC.
• A voluntary offer must be conditional on an offeror receiving acceptances which will result in the offeror, and parties acting in concert with it, holding more than 50% of the voting rights of the target, save that the offeror may impose a higher minimum acceptance condition with the approval of the SIC.
• A partial offer which could result in the offeror, and parties acting in concert with it, holding more than 50% of the voting rights of the target must be conditional on the specified number or percentage of acceptances being received, and approval by the target’s shareholders.

Other conditions

In the case of a mandatory offer, no conditions can be attached apart from the minimum acceptance condition, except with the approval of the SIC.

In the case of a voluntary or partial offer, the offer must not be made subject to conditions which fulfilment depends on the subjective interpretation or judgement by the offeror or lies in the offeror’s hands. Conditions concerning the level of acceptance, approval of shareholders for the issue of new shares as consideration and the approval of the SGX-ST for the listing and quotation of new shares can be attached without reference to the SIC. However, the SIC should be consulted where any other conditions are proposed to be attached.

In private M&A transactions, parties are generally free to agree to any deal protection measures that they deem fit. Examples of these include entering into exclusivity agreements and break fee arrangements. Break fee arrangements are, however, uncommon in private M&A transactions in Singapore.

In public M&A transactions, where the acquisition involves a target company to which the Takeover Code applies, the Takeover Code sets out certain rules governing break fee arrangements. Specifically, break fees imposed must be minimal, normally not more than 1% of the value of the target company calculated by reference to the offer price. The board of directors of the target company, as well as the independent financial adviser to the target company are also required under the Takeover Code to provide certain written confirmations to the SIC, including confirmations (i) that the break fee arrangements were agreed as a result of normal commercial negotiations and (ii) that they each believe that such arrangement is in the best interests of the shareholders of the target company. An explanation of the basis (including appropriateness) and the circumstances in which the break fee becomes payable must also be provided to the SIC. Additionally, the break fee arrangement must be fully disclosed in the offer announcement and the offer document. The SIC must be consulted at the earliest opportunity where a break fee or similar arrangements are proposed.

Please refer to Question 12 above.

In public M&A transactions, consideration is commonly cash, securities or a combination of the two. The Takeover Code does however set out certain limited instances where either a cash or a securities offer is required.

The Takeover Code requires an offeror to offer cash (or include a cash alternative) if the offer is a mandatory offer.

A cash offer is required where the offeror and any person acting in concert with it has bought for cash during the offer period and within six months prior to its commencement, shares of any class under offer in the target carrying 10% or more of the voting rights of that class.

The Takeover Code also requires an offeror to offer securities as consideration where purchases of any class of the target company shares carrying 10% or more of the voting rights have been made by an offeror or any person acting in concert with it in exchange for securities during the offer period and in the three months prior to the commencement of the offer period. In such cases, the relevant securities will normally be required to be offered to all other holders of shares of that class.

In private M&A transactions, cash, securities or a combination of the two are commonly used.

Shareholders of listed companies must disclose to the company:

• When they become or cease to become a substantial shareholder of the company. A “substantial shareholder” is a shareholder who owns not less than 5% of the total votes attached to all voting shares in a company.
• When there is a percentage level change in their substantial shareholding.

This information must be disclosed within two business days from the event occurring. These disclosures must then be publicly released by the listed company as soon as practicable and in any case, no later than the end of the business day following the day on which it received the notice.

In a transaction to which the Takeover Code applies, the Takeover Code makes clear that absolute secrecy must be maintained before an announcement of a takeover offer is made. All persons privy to confidential information, particularly relating to an offer or contemplated offer, must treat that information as secret and may pass it to another person only if it is necessary to do so and if such person is made aware of the need for secrecy. It is good practice for the offeror and its advisers to maintain a list of notified persons. Where there is a leak regarding such a potential transaction, the offeror is expected by the SIC to make an announcement clarifying its position.

Announcements by Offeror

Before the target board is approached, the responsibility for making an announcement will normally rest with the offeror or potential offeror. The offeror or potential offeror must make an announcement:

• when, before an approach has been made to the target, the target is the subject of rumour or speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover, and there are reasonable grounds for concluding that it is the potential offeror’s actions (whether through inadequate security measures, purchase of the target’s shares or otherwise) which have directly contributed to the situation; or
• immediately upon an acquisition of shares which gives rise to an obligation to make a mandatory offer.

Following an approach to the target board which may or may not lead to an offer, the primary responsibility for making an announcement will normally rest with the target board. The target board must make an announcement:

• when it receives notification of a firm intention to make an offer from a serious source. Irrespective of whether the target board views the offer favourably or otherwise, it must inform its shareholders without delay and must issue a paid press notice or, where the offeror has published a paid press notice, an announcement;
• when, following an approach to the target, the target is the subject of rumour or speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover, whether or not there is a firm intention to make an offer;
• when negotiations or discussions between the offeror and the target are about to be extended to include more than a very restricted number of people; or
• when it is aware that there are negotiations or discussions between a potential offeror and the holder, or holders, of shares carrying 30% or more of the voting rights of a company or when it is seeking potential offerors, and (i) the target is the subject of rumour or speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover or (ii) more than a very restricted number of potential purchasers or offerors are about to be approached.

Announcements by potential vendor

Before the target’s board is approached, holder(s) of shares carrying 30% or more of the target’s voting rights who held or are holding negotiations or discussions with a potential acquirer must make an announcement if the target company then becomes the subject of rumour or speculation about a possible offer, or there is undue movement in its share price or a significant increase in the volume of share turnover and there are reasonable grounds for concluding that it is the potential vendor’s actions (whether through inadequate security measures or otherwise) which have contributed to the situation. The target, if listed, may then have to make an announcement to the SGX-ST accordingly, in compliance with the Listing Manual’s corporate disclosure policy.

In the context of private M&A transactions, there are no time limits for negotiation or due diligence – this is the subject of commercial negotiations.

In public M&A transactions, while there are no maximum time periods specified for negotiations or due diligence, the Takeover Code does impose a strict timetable on the actual takeover process which must be complied with.

In Singapore, there is no statutory maximum time period between the announcement and completion of a private M&A transaction. The duration can vary significantly depending on the complexity of the deal, regulatory approvals, due diligence processes, and negotiations between the parties involved. While there is no legal maximum time frame, delays beyond a reasonable period may risk deal uncertainty or renegotiations. In some cases, agreements include long-stop dates, where parties agree on a deadline for completion, after which the deal may be terminated.

In public M&A transactions however, specific timelines may apply, such as the requirement for the target company to announce material information within specific time periods. These timelines are generally governed by the Takeover Code and the Listing Manual.

In a private M&A transaction, parties are free to determine the purchase price and this is subject to commercial negotiations between buyer and seller.

In a public M&A transaction, there are certain circumstances in which the Takeover Code imposes minimum levels of consideration that must be offered to the target company’s shareholders. If acquisitions of voting rights in the target company are made by the offeror or any parties acting in concert with it during the offer period or in the three months (in the case of voluntary offers) or six months (in the case of mandatory offers) prior to the commencement of the offer period, the minimum level of consideration would be the highest price paid by the offeror or its concert parties (as the case may be) during such period.

company in Singapore may not, whether directly or indirectly, give financial assistance to potential buyers in connection with the acquisition of its own shares or the shares of its Singapore public holding company, unless otherwise expressly provided by the Companies Act. Financial assistance includes the making of a loan, giving of a guarantee, provision of a security or indemnity and waiver or release of an obligation or a debt or otherwise. Section 76 of the Companies Act also sets out certain exceptions to the general prohibition against financial assistance and the relevant “whitewash” procedures which must be undertaken in order for such companies to provide the relevant financial assistance.

A Singapore private company that does not fall within the scope of the prohibition set out in the preceding paragraph is not restricted from providing financial assistance to potential buyers in connection with the acquisition of its own shares or the shares in its holding company. However, directors of such target company are required to have due regard to their duties under the Companies Act and under common law to act in the best interests of the company in determining whether the giving of financial assistance is appropriate in each case.

Parties are generally free to decide on the governing law of the transaction documents although Singapore law is customarily used for acquisitions involving Singapore target companies.

Public-facing documents that the buyer must produce in a takeover process include the following:

• The offer announcement announcing its firm intention to make an offer.
• The various other announcements as required by the Takeover Code.
• The offer document containing the terms of the offer and the relevant acceptance forms which will be used by the target company’s shareholders to accept the offer, should they so decide.

All such documents must contain a responsibility statement from all directors of the company issuing the document, jointly and severally accepting full responsibility for the accuracy of information contained in the document and confirming, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the document have been arrived at after due and careful consideration and there are no other facts not contained in the document, the omission of which would make any statement in the document misleading.

Generally, transfers of shares in both private and public companies must be made using a share transfer form unless the shares in question are held in scripless form through The Central Depository (Pte) Ltd (CDP), in which case a transfer would be effected electronically via the CDP.

In the case of a transfer of shares in a private company incorporated under the Companies Act, such transfer is not effective until the electronic register of members (EROM) of the company maintained by the ACRA is updated to reflect the share transfer.

Stamp duty is payable on certain written agreements and transfer instruments in relation to the transfer of shares. The rate of stamp duty for the transfer of shares in a Singapore company is currently 0.2% of the consideration or the net asset value of the shares transferred (whichever is higher). Stamp duty must be paid within 14 days of the execution of the document (if executed in Singapore), and within 30 days of the receipt of the document in Singapore, in the case of documents executed outside Singapore. Parties should verify the prevailing stamp duty rates at the time of the transaction, as these may be subject to periodic revision.

Stamp duty is not payable in respect of a transfer of scripless shares via the CDP.

Hostile acquisitions are permitted in Singapore, however they are not common.

The directors of a target company are required to act in accordance with their fiduciary and statutory duties, including the duty to act in the best interests of the company for the shareholders as a whole.

Under the Takeover Code, if a target company’s board has reason to believe that a bona fide offer is imminent, the board may not, except pursuant to a contract entered into earlier, take any action which could effectively result in any bona fide offer being frustrated or the target’s shareholders being denied an opportunity to decide on its merits, without shareholders’ approval. Such frustrating actions include issuing of shares, granting of options in respect of unissued shares, creating or issuing of securities carrying rights of conversion or subscription for shares, selling or acquiring of assets of a material amount and entering into contracts otherwise than in the ordinary course of business.

The SIC will not normally treat actions by the target’s board in soliciting a competing offer or running a sale process for the target company as frustrating actions, as a better offer or an alternative offer is generally in the interest of the target’s shareholders.

Pursuant to the Takeover Code, the obligation to make a mandatory offer would be triggered in either of the following cases:

• when a person acquires, whether by a series of transactions over a period of time or not, shares which, taken together with shares held or acquired by persons acting in concert with it, carry 30% or more of the voting rights of the target company; or
• when a person who, together with persons acting in concert with it, holds not less than 30% but not more than 50% of the target’s voting rights, and such person, or any person acting in concert with it, acquires additional shares carrying more than 1% of the target’s voting rights in a rolling six-month period.

Upon the trigger of a mandatory offer, such person must extend offers immediately to the holders of any class of share capital of the company which carries votes and in which such person, or persons acting in concert with him, holds shares.

In the absence of express provisions in a shareholders’ agreement or in the constitution of the company, minority shareholders may have recourse to the following statutory protections under the Companies Act.

Relief from Oppression

Section 216 of the Companies Act provides that any shareholder of a company (including a minority shareholder) can apply to the High Court on either of the following grounds:

a. that the affairs of the company are being conducted, or that the powers of the directors are being exercised in a manner oppressive to one or more of the shareholders (including the shareholder making the application) or in disregard of his/their interests as a shareholder of the company; or

b. that some act of the company has been done or is threatened, or that some resolution of the members has been passed or is proposed, which unfairly discriminates against or is otherwise prejudicial to one or more of the shareholders (including the shareholder making the application).

The High Court, may, if it is of the opinion that either of such grounds is established, make such order as it thinks fit, including directing or prohibiting any act or cancelling or varying any transaction or resolution, or providing for the purchase of the shares of the company by other shareholders or by the company itself.

Derivative Actions

Section 216A of the Companies Act provides that any shareholder of a company may apply to the court for leave to:

a. bring an action or arbitration in the name of, and on behalf of, the company; or

b. intervene in an action or arbitration to which the company is a party, for the purpose of prosecuting, defending or discontinuing the arbitration on behalf of the company.

Just and equitable winding up

A shareholder may also apply to the court for the company to be wound up on the basis that it is just and equitable to do so. However, the winding up of a company is generally regarded as a remedy of last resort and the court would allow such application only if there are good reasons for doing so (e.g. in a case where other remedies would not be adequate to address the injustice suffered by the shareholder concerned).

In an application for a just and equitable winding up, Section 125(3) of the IRDA provides the court may also order a buy-out of the shares (by either the majority or the minority shareholders) if it deems that the company remains viable notwithstanding the breakdown in the relationship between the shareholders.

An offeror (also referred to as transferee) who acquires at least 90% of the issued shares in a target company (excluding those shares held at the date of the offer by the offeror, its related corporations and their respective nominees) pursuant to a takeover offer is entitled to compulsorily acquire any remaining shares of the target company on the terms of the takeover offer pursuant to Section 215 of the Companies Act.

Section 215 of the Companies Act further provides that dissenting shareholders of the target company (i.e. those who have not accepted the takeover offer within the offer period) are entitled to require that the offeror buys out their shares on the terms of the takeover offer if, following the takeover process, the offeror, its related corporations and their respective nominees hold 90% or more of the issued shares in the target company.

With effect from July 2023, the Companies Act was amended to exclude shares held or acquired by the following persons from the computation of the 90% threshold for compulsory acquisition:

(a) A person who is accustomed or is under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of the transferee in respect of the transferor company;

(b) A body corporate controlled by the transferee;

(c) A person who is, or is a nominee of, a party to a share acquisition agreement with the transferee;

(d) The transferee’s close relatives (i.e. spouse; children, including adopted children and step-children; parents; and siblings);

(e) A person whose directions, instructions or wishes the transferee is accustomed or is under an obligation whether formal or informal to act in accordance with, in respect of the transferor company; and

(f) A body corporate controlled by a person described in (e) above.

This closes a widely-used loophole which allows a controlling shareholder of a listed company to compulsorily acquire a company by setting up a special purpose vehicle (SPV) and using the SPV to make the offer, thereby allowing such shareholder to make his shares count towards the 90% acceptance threshold.

While the squeeze out provisions in Section 215 of the Companies Act are frequently used in connection with public takeovers, they can also apply in the context of a share acquisition in respect of a privately held company.