Take-Overs and Mergers Applications

The Take-Overs and Mergers (TOM) Department evaluates the take-over offer (Offer) documentations comprising the clearance of disclosure of take-over offer document and independent advice circular (IAC), and also the approval for appointment of independent adviser (IA). The Equity Compliance Unit (ECU), on the other hand, processes applications to ensure compliance with the National Development Policy (NDP) requirement under the Guidelines on the Acquisition of Interests by Local and Foreign Interests (FIC Guidelines).

All take over offers documents in Malaysia have to be approved by the Securities Commission (SC) under the Malaysian Code on Take-Overs and Mergers 1998 (The Code). In evaluating the take-over offer documents and IAC, Schedule 1 and Schedule 2 of the Code and Guidelines on Offer Documentation are the reference in ensuring full compliance with the minimum disclosure requirements whilst Practice Note (PN) 4.3 of the Code sets the benchmark with regard to the independence of an adviser to ensure that the adviser to be appointed is able to undertake its tasks in providing independent advice to the remaining shareholders of the companies being taken over.

ECU analyses the effect of the take-over transactions on the equity structure of the companies being taken over, in particular Bumiputera and foreign equity participation, in accordance with NDP requirement and benefits of the Offer to the nation.

Once the announcement has been made by the Offeror, the draft offer document and the application under the FIC Guidelines should be submitted to the SC within 4 days. Dispatch of the Offer document to the Offerees of the take-over or merger exercise will have to be done within 17 days of receiving the draft offer document. (The SC will complete its review of the offer document within 16 days for printing and dissemination by the Offeror). Dispatch of the IAC will be done within10 days of the dispatch of the offer document. In total, 21 days is required to complete the process from announcement to dispatch of Offer document.

Disclosure on the conditions of approval under the FIC Guidelines is required in the offer document for offers under mandatory obligation. In relation to voluntary offers, the approval under the FIC Guidelines is granted after the dispatch of the offer documents. Hence, an announcement on the approval should be made after.

As part of the business processes, the SC always engages with relevant stakeholders, i.e. principal adviser and ministries/government agencies, to ensure that there are thorough, consistent, transparent, efficient and timely delivery of our services to the market.