[Last updated: 1 June 2022, unless otherwise noted]
As a general rule, the takeover bid process for a mandatory general offer is similar to the process that applies to a voluntary general offer, with certain exceptions.
The table below contains a summarized overview of the main steps of a typical voluntary general offer process under the Code.
Step |
1. Announcement day (T):
- The bidder must also send written notice of the announcement to the target's board or its designated advisor, the Securities Commission and Bursa Malaysia (if the bidder or the target is listed).
- The bidder must immediately announce the proposed takeover offer by press notice, within one hour of incurring the obligation to make a takeover offer.
- The target's board must inform the public (by way of press notice) or Bursa Malaysia (if the target is listed) within one hour of receiving the written notice.
- The offer period begins on the date of the press notice or notice of takeover offer (whichever is earlier) and expires on either:
- the first closing date of the takeover offer; or
- the date when the offer lapses or is withdrawn (if this is a later date).
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2. T plus 4:
- The bidder submits the draft offer document to the Securities Commission for consent.
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3. T plus 7:
- The target’s board notifies all of the target’s shareholders that it has received notice of the takeover offer.
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4. T plus 21:
- The bidder posts the offer document (as consented to by the Securities Commission) to the target’s board and shareholders ("D").
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5. D plus 10:
- Within 10 days of posting the offer document, the target’s board issues a circular with comments, opinions and information on the takeover offer to the target’s shareholders.
- The independent adviser posts its circular to the target’s board and shareholders
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6. D plus 21:
- For at least 21 days from the posting of the offer document, the bidder must keep the takeover offer open.
- If the bidder revises their offer, the offer must be kept open for at least another 14 days from the date of the posting of the revised offer to the target’s shareholders.
- The bidder must also make an announcement of the revised offer to the public by way of press notice and Bursa Malaysia (if the target is listed).
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7. D plus 46:
- The bidder cannot revise the offer after 46 days from the date of posting of the offer document (if a competing bid is made during the offer period, the posting of the offer document is deemed to be the day on which the competing takeover offer document was posted).
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8. D plus 60:
- Within 60 days of posting of the offer document, the takeover offer lapses if the bidder has not acquired more than 50% of the voting shares.
- This is the last date to close the offer if the offer becomes (or is declared) unconditional due to acceptances (50% condition has been fulfilled) before D plus 46.
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9. D plus 74:
- This is the last date to close the offer if the offer becomes or is declared unconditional as to acceptances after D plus 46.
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10. D plus 81:
- For voluntary offers, this is the last day to fulfill all conditions attached to the offer (other than the acceptable condition)
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11. D plus 95:
- For voluntary offers, this is the last day to close the offer.
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Set out below is an overview of the main steps for a voluntary public takeover in Malaysia.
5.1 Indicative timeline for a voluntary public takeover
Click here to view diagram for Malaysia