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Corporate M&A GLOBAL PRACTICE GUIDE Definitive global law guides offering comparative analysis from top-ranked lawyers Corporate M&A Malaysia: Trends & Developments Gilbert Gan, Chua Wei Min, Ahmad Zulkharnain Musa and Nadarashnaraj a/l Sargunaraj Zaid Ibrahim & Co chambers.com 2020 MALAYSIA TRENDS AND DEVELOPMENTS Trends and Developments Contributed by: Gilbert Gan, Chua Wei Min, Ahmad Zulkharnain Musa and Nadarashnaraj a/l Sargunaraj Zaid Ibrahim & Co see p.7 Trends Such initiatives include a soft loan fund of MYR3.3 billion pro- Introduction vided by the Central Bank of Malaysia through domestic finan- Malaysia saw a major regime change in May 2018 when the cial institutions. Bursa Malaysia (the Malaysian stock exchange), ruling Barisan Nasional coalition (BN) that had been the rul- the Securities Commission of Malaysia and the Central Bank ing government for more than 60 years lost at the 14th General have implemented various stimulus incentives and stated that Election. The opposition Pakatan Harapan coalition (PH) led by they will ensure the continuing operations of the Malaysian Tun Mahathir Mohamad (Tun Mahathir) won with a majority financial markets. A second Prihatin Rakyat Economic Stimulus and formed the new government. This change of government Package worth MYR250 billion was announced by the govern- was made more dramatic by the comeback of Tun Mahathir – ment on 27 March 2020 which aims to protect the welfare of he was appointed as Malaysia’s seventh prime minister, 15 years the people and support small and medium-sized enterprises. after he resigned as Malaysia’s fourth prime minister, a position that he held for more than 20 years with the BN government. Against this exceptional backdrop at the start of 2020, the busi- ness trends in Malaysia in various industry sectors and recent On 24 February 2020, the political situation in Malaysia took a key legal developments are hereby discussed. surprising turn when the new PH government collapsed after less than 22 months in power and a new Perikatan Nasional Government and government-linked investment disposals coalition (PN) government was formed with Tan Sri Muhyid- and restructurings din Yassin as Malaysia’s eighth prime minister. The question on In May 2018, Tun Mahathir declared that the nation’s debts and everyone’s minds then was obvious – how will Malaysia, from liabilities stood at MYR1 trillion, equivalent to a staggering 65% a political, economic and social standpoint – be under the PN of the nation’s GDP. Among the measures that the previous gov- Government? ernment looked at to pare down the country’s debts include aborting/reviewing certain infrastructure projects, monetising On 11 March 2020, the World Health Organization declared assets and pruning stakes in non-strategic assets. Such measures COVID-19 a pandemic.In Malaysia, the Prevention and Con- fuelled the M&A activities by government-linked companies trol of Infectious Diseases (Measures Within the Infected Local and government-linked investment companies such as Khaz- Areas) Regulations 2020 was issued to prevent movement of any anah Nasional Berhad (Khazanah), which is Malaysia’s sover- person from one place to another except for very limited excep- eign wealth fund, where there have been substantial dispos- tions which includes travelling for purposes of purchasing food als or talks of substantial disposals. These include Khazanah’s or daily necessities, and seeking healthcare services. As a result, MYR8.42 billion sale of a 16% stake in IHH Healthcare Berhad substantial economic activities in Malaysia have come to a halt. (IHH) to Mitsui & Co Ltd (November 2018) and the disposal of Prince Court Medical Centre Sdn Bhd to IHH group for The government has been quick to announce and implement MYR1.02 billion on a locked-box basis (September 2019). various economic incentives to help the country cope with the disastrous impact of the pandemic. On 27 February 2020, Talks on the proposed restructuring of Malaysia Airlines Berhad the PH Government announced the MYR20 billion Economic (Khazanah’s wholly-owned subsidiary) – which is still recover- Stimulus Package which contains a total of 32 measures aimed at ing from the twin tragedies of 2014 when flight MH370 mysteri- a three-pronged strategy of mitigating the impact of COVID-19, ously disappeared and flight MH17 was shot down over east- spurring people-centric economic growth and promoting qual- ern Ukraine – continues. According to news reports in January ity investments. On 16 March 2020 the government set up the 2020, Khazanah’s board was considering four proposals from Economic Action Council to address the country’s financial local and foreign parties, including from AirAsia Group Berhad issues, which also committed to implement this Economic and Japan Airlines Co Ltd, who were said to be the two front- Stimulus Package. On 23 March 2020, the Ministry of Finance runners for the future plans for Malaysia’s national airline. How- announced the establishment of a Unit for the Implementation ever, with the COVID-19 pandemic crippling airline business and Coordination of National Agencies on the Economic Stimu- around the world, it remains to be seen whether this proposal lus Package to ensure that stimulus initiatives are implemented. will materialise anytime soon. 2 TRENDS AND DEVELOPMENTS MALAYSIA Contributed by: Gilbert Gan, Chua Wei Min, Ahmad Zulkharnain Musa and Nadarashnaraj a/l Sargunaraj, Zaid Ibrahim & Co Infrastructure the Mandatory Standard on Access Pricing that stipulates the PH’s election manifesto stated that it would review all high- ceiling wholesale prices chargeable by service providers for way concession agreements with the ultimate view of gradually facilities and services used by retail telco players, which was abolishing tolls. By the end of 2019, the then Tun Mahathir’s expected to translate into lower retail prices for consumers. government received four proposals to buy over PLUS, the This resulted in a substantial drop in the share price of Tel- largest tolled highway concession owned by Khazanah (51%) ekom Malaysia Berhad, Malaysia’s largest fixed broadband mar- and Employees Provident Fund (49%). Tan Sri Halim Saad ket player, which stabilised to just below MYR4 by the end of and his associate became the front-runner for the deal with his December 2019. This translated to a market capitalisation loss MYR5.2 billion offer, and they later upped their offer by more of about MYR7.5 billion. than 30%, according to sources. Among other bidders were Widad Business Group Sdn Bhd, Maju Holdings Bhd and RRJ Against the backdrop of the utilitarian rakyat (people)- Capital. Eventually, the cabinet decided to not dispose of PLUS friendly government policy on broadband and declining share but promised an 18% discount to the toll rates from 1 February prices, another telco player, Axiata Group Berhad (Axiata) – 2020 and extended the highway concession for another 20 years. 37%-owned by Khazanah – and Telenor ASA (Telenor), a Nor- wegian multinational telecommunications company and one of Malaysia revived the East Coast Railway Link (ECRL) Project the world’s largest mobile telecommunications companies with with a new project cost of MYR44 billion. Malaysia Rail Link worldwide operations, announced on 6 May 2019 a proposed Sdn Bhd, a wholly-owned subsidiary of the Minister of Finance merger of their ASEAN and South Asia operations to create a Incorporated, is the project and asset owner of the ECRL while Malaysia-headquartered global player in the telecommunica- China Communications Construction Company Ltd (CCCC) tion industry. This merger will also create the largest mobile is the main contractor. Scheduled for completion by December operator in Malaysia. 2026, the 640 km ECRL will traverse the East Coast states of Kelantan, Terengganu, and Pahang as well as Negeri Sembilan, This potential merger likely prompted the MCMC to issue new Putrajaya, and Selangor on the West Coast of Peninsular Malay- guidelines on 17 May 2019, the Guidelines on Mergers and sia. The Economic Action Council has stated that all projects Acquisitions (GMA) and the Guidelines on Authorisation of allocated in the 2020 Budget, including the ECRL project, will Conduct (GAC), which sets out the process where parties may continue to be implemented. apply to the MCMC for an assessment of whether a proposed transaction is anti-competitive. After four months of negotia- Depending on the outcome of the country’s political situation, tions, Axiata and Telenor announced on 6 September 2019 that the year 2020 may also see some development on the proposed the merger has been called off. It is generally believed that regu- Kuala Lumpur-Singapore High Speed Rail project (HSR) and latory constraints at the domestic and regional levels played a the Singapore-Johor Rapid Transit System project (RTS Link), dominant part in scuppering what would otherwise have creat- these being projects aiming at better connections between the ed one of the largest mobile operators in the world. While there two neighbouring countries. were subsequent reports of Telenor considering taking a stake in Axiata, the COVID-19 pandemic and the sudden change of On 31 October 2019, Tun Mahathir announced that the RTS government will likely put a hold on any development in this Link, a planned cross-border rapid transit system that would area for some time. connect Singapore and Malaysia, will proceed with a 36% cost cut from the original MYR4.93 billion to MYR3.16 billion. Both Banking and financial institutions
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