# Take-over and Merger Lawyers in Malaysia

> Take-over lawyers in Malaysia: when a mandatory general offer is triggered at 33%, the creeping threshold, compulsory acquisition at 90%, and SC exemptions.

Canonical URL: https://www.cecolaw.com/takeover-lawyer-malaysia/
Published: 2026-07-27
Author: Ching, Elaine & Co — Advocates & Solicitors, Malaysia

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Ching, Elaine & Co advises on take-overs and mergers involving Malaysian public companies — mandatory and voluntary offers, exemptions from the obligation to make a general offer, compulsory acquisitions of dissenting minorities, and exit offers on delisting. We act for offerors, boards of offerees and substantial shareholders. The firm is a recommended firm for Corporate and M&A in Malaysia in The Legal 500 Asia Pacific.

This page deals with public company take-overs. For private acquisitions and the diligence behind them, see our [legal due diligence practice](https://www.cecolaw.com/due-diligence-lawyer-malaysia/).

## The framework

Take-overs of Malaysian public companies are governed by the Capital Markets and Services Act 2007, the Malaysian Code on Take-Overs and Mergers, and the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia. Listed offerees are also subject to the Listing Requirements of Bursa Malaysia Securities Berhad.

## The three thresholds

Three numbers drive the analysis in almost every Malaysian public deal. Cross one without planning for it and the transaction changes shape.

| Threshold | What triggers it | Consequence |
| --- | --- | --- |
| 33% | An acquirer, together with persons acting in concert, acquires 33% or more of the voting shares or voting rights in the company | A mandatory offer must be made for all the remaining voting shares, unless an exemption applies |
| Creeping threshold | An acquirer already holding more than 33% but not more than 50% acquires more than 2% of the voting shares or voting rights in any six-month period | A mandatory offer obligation is triggered. Acquisitions within the 2% band in that period do not trigger it |
| 90% | An offeror that has made an offer for all the shares receives acceptances of not less than 90% in nominal value of the offer shares | The offeror may compulsorily acquire the shares of shareholders who did not accept, within the prescribed period |

## Mandatory and voluntary offers

|   | Mandatory offer | Voluntary offer |
| --- | --- | --- |
| Why it is made | Obligation triggered by crossing a threshold | A commercial decision to bid |
| Conditions | Cannot be made conditional, save as permitted — in substance an unconditional offer for the balance | May be made conditional, including on a minimum level of acceptances |
| Consideration | Must be at not less than the highest price paid by the offeror and persons acting in concert during the relevant period | Set by the offeror, subject to the same floor where prior acquisitions have been made |
| Typical use | A block acquisition takes the acquirer past 33%, or the creeping threshold is crossed | A bid for control, or an exit offer ahead of a delisting |

## Exemptions and waivers

Where a mandatory offer obligation would be triggered but a general offer is not what the parties intend, an exemption or waiver from the Securities Commission may be available — for example on a rescue of a company in financial difficulty, on an issue of new shares approved by independent shareholders, or in defined intra-group situations. The application must be planned before the acquisition is completed. Advising on it afterwards is a materially worse position, and sometimes there is no route back.

## How we advise

- **Structuring** — whether and how a stake can be built without triggering an offer obligation, and how persons acting in concert will be treated.

- **Exemption and waiver applications** to the Securities Commission, and clearance of announcements and offer documents.

- **Offer documentation** — the offer document, the independent adviser circular, announcements and undertakings.

- **Advising boards of offerees** — the directors’ duties that arise on receipt of an approach, and the process for responding.

- **Compulsory acquisition** of dissenting minorities once the 90% threshold is reached.

- **Exit offers and delistings**, including the withdrawal of a company from the Official List.

- **Listing Requirements compliance** throughout, including announcement obligations and Chapter 10 transactions.

## Selected experience

- **Take-over of a listed printing group (2022).** Advised on the take-over of a company listed on the Main Market of Bursa Malaysia Securities Berhad in the business forms and printing sector, and the ensuing mandatory take-over offer.

- **Take-over of a listed food and beverage group (2020).** Advised on the take-over of a restaurant and food-and-beverage group listed on the Main Market, and the ensuing mandatory take-over offer.

- **Exemption from a mandatory general offer.** Advised a company listed on the Main Board of the Hong Kong Stock Exchange on its RM280 million investment into a Malaysian property development company listed on the Main Market, including the application to the Securities Commission for exemption from a mandatory general offer.

- **Exit offer and delisting.** Advised on an exit offer made by way of a voluntary take-over offer by the promoters of a leading Malaysian pharmaceutical company, and the subsequent delisting from the Main Market of Bursa Malaysia Securities Berhad.

- **Mandatory general offer by existing shareholders.** Advised on a mandatory general offer by existing shareholders and persons acting in concert for all the securities in a property development company listed on the Main Market.

- **Merger under the Capital Markets and Services Act 2007.** Advised on the merger of a securities business with a company listed on Bursa Malaysia Securities Berhad, prior to the founding of the firm.

## Common questions

### When must a mandatory take-over offer be made in Malaysia?

When an acquirer, together with persons acting in concert, acquires 33% or more of the voting shares or voting rights in a company; or where an acquirer already holding more than 33% but not more than 50% acquires more than 2% of the voting shares or voting rights in any six-month period. An exemption may be available in defined circumstances, but it must be applied for before the acquisition is completed.

### What does “persons acting in concert” mean?

Persons who, pursuant to an agreement or understanding, actively co-operate to obtain or consolidate control of a company. Their holdings are aggregated for the purpose of the thresholds. Certain relationships are presumed to be concert parties — which is why the analysis has to be done on the whole shareholder group, not on the acquirer alone.

### What price must a mandatory offer be made at?

Not less than the highest price paid by the offeror or persons acting in concert for shares of that class during the relevant period before the offer. Structuring an acquisition without regard to this floor can make the resulting offer materially more expensive than intended.

### What happens if minority shareholders refuse to sell?

Where the offeror has received acceptances of not less than 90% in nominal value of the offer shares, it may give notice to compulsorily acquire the shares of those who did not accept, within the prescribed period. Below that level, the minority remains in place and the offeror holds a controlling but not complete interest.

### Can a company be taken private in Malaysia?

Yes — commonly through a voluntary offer coupled with an application to withdraw the company from the Official List, or by a selective capital reduction. Which route is appropriate depends on the shareholder profile, the funding, and the level of acceptances realistically achievable.

## Speak with our take-over lawyers

If you are contemplating building a stake, responding to an approach, or planning an exit offer, the structuring questions are best addressed before the first acquisition. Related practices: [legal due diligence](https://www.cecolaw.com/due-diligence-lawyer-malaysia/), [corporate finance and capital markets](https://www.cecolaw.com/ipo-lawyers-malaysia/), and [restructuring and insolvency](https://www.cecolaw.com/restructuring-insolvency-lawyer-malaysia/).

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This commentary is general in nature and is not legal advice.
Ching, Elaine & Co, a boutique corporate law firm in Malaysia — https://www.cecolaw.com/ · info@cecolaw.com · +60 3-7664 2141