In arriving at its decision, the SC considered among others, the justifications provided by the applicant, the conduct of the applicant from the time of the announcement of the offer up to the date of the application to the SC and precedents from other jurisdictions. The SC has also published the decision on its website.

The SC also said that any announcement of a firm offer should be made only after careful and responsible consideration, as once the announcement on the offer is made, the market in the shares of the relevant company is likely to be supported by the offer price. Hence, an offeror or any person who proposes to make an acquisition which may lead to an obligation to make a take-over offer, must ensure that he is able to implement the offer in full. As the offer was announced at a time when COVID-19 was already known, TAE and its Board should have taken into consideration the risks before making the announcement since they would be in a position to evaluate the prospects of TAG’s business.

The letter and spirit of the Malaysian Code on Take-overs and Mergers 2016 (Code) and the Rules on Take-overs, Mergers and Compulsory Acquisition (Rules) seek to provide an orderly framework within which take-overs and mergers are conducted. The regulatory framework are primarily designed to ensure that shareholders are treated fairly, given the opportunity to decide on the merits of a take-over and afforded equal treatment by an offeror.

The SC’s decision in rejecting TAE’s application to withdraw the conditional voluntary offer for the remaining voting shares in TAG will mean that TAE’s non-interested shareholders will get to decide whether to vote for or against TAE’s proposal at their extra ordinary general meeting.

For the full SC’s ruling on the matter, please see https://www.sc.com.my/resources/take-overs-related-publications-announcements/take-overs-related-matters/application-to-withdraw-the-conditional-voluntary-take-over-offer-for-ta-global-berhad-by-ta-enterprise-berhad