[Last updated: 1 January 2025, unless otherwise noted]
7.1 Squeeze-out
Once a takeover offer has been made, the bidder can compulsorily purchase the shares from the remaining minority shareholders if the bidder acquires 90% of the nominal value of the shares of that class for which the offer has been made, within four months of making that offer. This excludes any shares already held by the bidder and its PAC at the date of the takeover offer. This squeeze-out can also be exercised in respect of convertible securities.
A minority shareholder can require the bidder to acquire its shares on the terms of the takeover or other terms that may be agreed if both:
- the bid has been accepted by the holders of at least 90% in value of all the shares; and
- the offer period has not expired.
7.2 Sell-out
If the takeover bid results in the bidder or its nominees holding 90% or more of the total number of issued shares of the target company, the shareholders who have not accepted the offer have a right to require the bidder to acquire their shares on the same terms as those offered under the offer.
7.3 Restrictions to acquire securities after the takeover bid period
Unless approved by the Securities Commission, where a general offer has been announced or posted but is withdrawn or lapses, the bidder and its PAC are prohibited, within a period of 12 months from the date such offer is withdrawn, lapses or fails, from either announcing the offer or possible offer for the target company or acquiring any voting shares or voting rights of the target company if the bidder or its PAC would thereby become obliged to make a mandatory general offer under the Code.
In addition, unless approved by the Securities Commission, neither the bidder nor its PAC may, within six months of the closure of any previous offer made by it which became or was declared unconditional in all respects, make a second offer to, or acquire any securities from, any shareholder in the target company on terms better than those made available under the previous offer.