M&A and transactions

Data room for takeover offers in Singapore

Short answerA potential offeror for an SGX-listed company usually gets confirmatory due diligence in a data room before announcing. Under the Take-over Code, information given to one offeror must be given to a competing bona fide offeror on request, so the room doubles as the disclosure record. Keep it small, watermarked and tightly logged.

How it works in Singapore

Public offers in Singapore include voluntary general offers, mandatory offers triggered at 30%, and schemes of arrangement. Many are privatisations by controlling shareholders or private equity funds.

Before announcing, the offeror wants to confirm key facts. The target board, advised by its financial adviser and lawyers, decides what to share. Secrecy is critical: a leak can force an early announcement.

After announcement, an independent financial adviser advises the independent directors, and the room may need to support that review.

Best data rooms for takeover offers

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

1 Ellty ~S$191/mo 9.1 Visit Ellty
2 iDeals On quote 9.0
3 Datasite On quote 9.0
4 Ansarada On quote 8.7
5 Intralinks On quote 8.7
6 Drooms On quote 8.6
7 Firmex On quote 8.5
8 SmartRoom On quote 8.4
9 DealRoom On quote 8.1
10 Box ~S$19/user/mo 7.9

28%Security19%Deal tools26%Permissions16%Ease of use11%Cost

Folder index for takeover offers

Public informationAnnual reports and announcements for reference.

ConfirmatoryMaterial contracts, debt facilities, litigation.

FinancialManagement accounts and budget, if shared.

BoardBoard minutes relevant to the review.

TransactionImplementation agreement and announcement drafts.

Singapore rules that apply

Take-over Code equality of information

Information given to one offeror must be given equally to a competing bona fide offeror on request.

Mandatory offer at 30%

Acquiring 30% or more of voting rights generally triggers a mandatory offer.

SGX disclosure

Listed companies must disclose material information; leaks may require an announcement.

More detail: Take-over Code, SGX listing rules.

Features you need

Feature	Why it matters here	Rooms in our top 10 that list it
Audit trail	Time-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.	10 of 10
Dynamic watermarks	The reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.	10 of 10
View and download control	Each file can be set to view-only, print or download, and the setting can be changed later.	9 of 10
Two-factor login	Every login needs a one-time code, app approval or security key as well as the password.	10 of 10

How to set it up

Use code namesName the project and folders without revealing the parties.
Limit usersNamed individuals only, with two-factor login and watermarks.
Keep a disclosure logRecord every document shared with each potential offeror.
Prepare for a rivalBe ready to give a competing bona fide offeror the same information.

Mistakes to avoid

Wide access lists that increase leak risk.
Sharing information without a record of who received it.
Forgetting the IFA needs its own access.

Questions people ask

Must the target allow due diligence?

No. The board decides whether to allow it. If it does, equal information rules apply to competing bona fide offerors.

What happens if news leaks?

The SIC and SGX may require an announcement. Tight access, watermarks and activity logs help prevent and investigate leaks.

Who administers the room?

Usually the target's financial adviser or lawyers, under the board's instructions.