Timeline
5. Timeline

[Last updated: 1 January 2025, 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. Preparatory stage:

  • Preparation of the bid by the bidder (study, due diligence, financing and draft announcement).
  • The bidder approaches the target and/or its key shareholders.
  • Negotiations with the target and/or its key shareholders.

2. "D" Day (Launching of the bid) – The bidder announces a firm intention to make the offer to the public and the target company. As of that moment, the bid is public, the bidder can no longer withdraw the bid (except in certain limited circumstances such as in the event of a counter-bid or non-fulfilment of a condition) and the powers of the board of the target company are limited.

3. D + 14 to 21 days ("T") – The bidder must post its offer document ("Offer Document") not earlier than 14 days but not later than 21 days from the offer announcement date. In the case of a pre-conditional voluntary offer, the bidder may be permitted to post the offer document on a date earlier than 14 days from the offer announcement date.

4. T + 14 days – Within 14 days of the posting of the offer document, the board of the target company must send a circular to its shareholders setting out its views on the bid. The circular will contain the opinion of an independent financial adviser, appointed to advise the independent directors of the target company on the offer.

5. T + 28 days – The offer must remain open for at least 28 days after the date on which the offer document is posted ("First Closing Date").

The offer may be extended beyond the First Closing Date subject to the following:

  • once the offer becomes unconditional as to acceptances, the offer must be extended for at least 14 days from the date on which it would have closed;
  • the bidder is not allowed to extend the closing date if it has expressly stated that it will not extend the closing date;
  • if the offer is revised, it must be kept open for at least 14 days from the date of revision;
  • the offer cannot be extended beyond the 60th day from the posting of the offer document, unless the offer turns or is declared unconditional as to acceptances by then;
  • in the case of a competitive bid situation, the timetable will be adjusted with respect to the dispatch of the offer document of the latest competing bidder.

6. First dealing day after the First Closing Date (and all subsequent closing dates or when the offer becomes unconditional as to acceptances) – Announcement of acceptance levels.

7. T + 39 days – The target will not be able to announce material information, such as trading results, profit or dividend forecasts, asset valuations or major transactions after the 39th day following the posting of the Offer Document, except with the consent of the SIC.

8. T + 42 days – If the offer is not yet unconditional as to acceptances, accepting shareholders may withdraw their acceptances.

9. T + 46 days – The last day for the bidder to revise its offer.

10. T + 53 days – In a competing bid situation, the last day for a potential competing bidder to confirm its intention to make an offer for the target company.

11. T + 60 days – The last day for the offer to be kept open or declared unconditional as to acceptances, which cannot be extended unless the SIC consents or a competitive bid situation arises.

12. T + 74 days ("X") – The final closing date of the offer, where the offer becomes unconditional as to acceptances on T + 60.

13. X + 7 business days – Last date for payment of the offer consideration by the bidder (within seven business days of the offer becoming unconditional in all respects or the bidder receiving valid acceptances where such acceptances were tendered after the offer has become or been declared unconditional in all respects).

14. Squeeze-out or sell-out if the bidder acquired 90% of the shares:

  • Squeeze-out – within a term of two months after the 90% threshold is met.
  • Sell-out – within a term of three months following the receipt of notice from the bidder that it holds 90% of the voting securities.

15. Delisting of the target company – Usually occurs after completion of squeeze-out or sell-out.

Set out below are overviews of the main steps for (i) a voluntary general offer process and (ii) a scheme of arrangement, in Singapore. For a scheme of arrangement, there is no prescribed timeline other than the takeover timetable in the Code for which an exemption is usually obtained. The timeline will be dictated by the parties and the court's availability.

5.1 Indicative timeline of a voluntary general offer process

Click here to view diagram for Singapore here and here.