Kuala Lumpur, 11 October 2011

No MGO required in Sime Darby-E&O share acquisition
The SC has concluded the review of the circumstances surrounding the acquisition of 30% equity interest in Eastern & Oriental Berhad (E&O) by Sime Darby Berhad (SDB) for any Take-Over Code implication.

In the course of the review, parties involved in the transaction were interviewed and relevant documents procured. The review included an assessment of possible concert party relationships between and amongst the parties involved. Precedents in Malaysia and practices and rulings in other jurisdictions on similar issues were also examined.

Having analysed all the evidence gathered, it is the SC’s finding that the acquisition of the 30% equity interest in E&O by SDB had not given rise to a mandatory offer obligation under the Malaysian Code on Take-Overs and Mergers 2010.

Notes to the Editor:

  • In accordance with the provision of the Securities Commission Act 1993 and the SC’s internal governance processes, the review was led by the two most senior independent Commission Members, Datuk Francis Tan and Datuk Gumuri Hussain.
  • All Commission members of the SC are appointed by the Minister of Finance pursuant to Section 4 of the Securities Commission Act 1993 (SCA). Under section 7 of the SCA, the resignation and revocation of their appointment are also subject to the Minister’s approval and discretion. Members of the Commission are appointed by the Minister of Finance on the basis of their expertise, experience and integrity of character.
  • Other than the SC Chairman, all other current Commission members are independent members and are not employees of the SC.
  • Pursuant to section 13 of SCA, a member of the Commission who has a direct or indirect interest in relation to any matter under discussion by the Commission shall disclose the existence of his interest and shall not take part in any deliberation or decision of the Commission.