MAS tightens M&A rules with 1% cap on target break fees

Bidders issuing “no increase” or “no extension” statements face new restrictions.

The Monetary Authority of Singapore (MAS) has revised its Code on Take-overs and Mergers to cap break fees, tighten rules on offeror statements, and set a six-month deadline for shareholder meetings on schemes of arrangement.

Under the revised rules, total break fees payable by an offeree company must not exceed 1% of its value.

In addition, the offeree board and its financial adviser must explain to the Securities Industry Council (SIC) why the break fee is in shareholders’ best interests.

The SIC may also impose a 28-day deadline on a potential offeror that has not clarified its intentions for a prolonged period, requiring it to either announce a firm offer or confirm that it will not proceed.

The amendments will take effect on 16 July.

Meanwhile, shareholder meetings for schemes of arrangement must also be held within six months of announcement.

Offerors that issue “no increase” or “no extension” statements will be restricted from making a later offer that effectively improves or extends the original bid.

If an indicative offer price was disclosed before a firm offer, the final offer price cannot be lower than the indicated price.

The revisions follow a consultation launched by the SIC on 5 May 2025. MAS said the proposals were generally supported and that the final amendments incorporate feedback received.

The people you want to reach are already in this room.

Every quarter, SBR lands on the desks of the founders, CFOs, and directors running Asia's most consequential companies. Every day, they open our newsletter and read our website. It's a room that took twenty years to build — and it's the one most of our partners are trying to get into.

The good news is that the door is open. We work with companies on thought leadership articles, sponsored content, industry summits across Southeast Asia, regional awards programmes, podcasts, and media placements in print and digital. The shape of the right partnership depends on what you're trying to do, which is why we'd rather start with a conversation than send a rate card.

If you have something this room should know about, tell us. We'll tell you honestly whether we can help, and how.

No rate cards until we understand the brief. It's a better use of everyone's time.

Book a meeting

| Or download the media kit (PDF)

240,000 senior readers quarterly in print Top 1,700 Singapore companies reached

7 markets across Southeast Asia