Under the Securities Law, there are limited circumstances where a tender offer is required in acquisitions of shares in public companies, in particular:

• An offer to purchase voting shares which results in the ownership of 25% or more of the outstanding voting shares of the target company;
• Any organisation or individual together with its/his/her related persons holding 25% or more of the voting shares in the target company wishing to purchase a further 10 per cent. or more of the outstanding voting shares in the target company; and
• Any organisation or individual and together with its/his/her related person holding 25% or more of the voting shares in the target company wishing to purchase a further 5 up to but not including 10% of the outstanding voting shares in the target company within 1 year from the completion of the previous tender offer.

The Securities Law allows the shareholders of the target company to provide an investor intending to acquire shares in the target company with a waiver for not to comply with the tender offer requirements. However, the Securities Law does not make clear whether a shareholder related to the investor or, if the investor is an existing shareholder of the target company, the investor itself can vote on such a waiver. The lack of clarity here is material. In practice, many investors conducting a tender offer are likely to be a major or even controlling shareholder of the target company before the tender offer requirements are triggered. As such, if these investors are allowed to vote on a waiver of tender offer requirements then effectively the law allows these investors to bypass tender offer requirements at any time. On the other hand, as the Securities Law does not expressly exclude the investor and related persons of the investors from voting, there is no clear ground at laws to exclude the votes of the investor and its related persons.