Sunway Berhad’s conditional voluntary takeover offer for IJM Corporation Berhad lapsed on April 6, 2026 after failing to secure majority shareholder acceptance, ending what would have been one of Malaysia’s largest corporate mergers in years. The deal’s collapse preserves IJM as an independent entity and resets consolidation expectations in Malaysia’s construction and infrastructure sector.
Key Facts At A Glance
- Offer announced January 12, 2026; lapsed at 5:00pm April 6, 2026
- Offer price: RM3.15 per IJM share, comprising 90% new Sunway shares and 10% cash
- Total deal value: approximately RM11 billion (US$2.7 billion)
- Sunway secured 33.43% acceptance, against a required threshold of more than 50%
- Independent adviser M&A Securities concluded the offer was not fair and not reasonable
- IJM’s board recommended shareholders reject the offer
- Sunway’s own shareholders voted 99.27% in favour of the acquisition at an EGM
- IJM carries a record order book of RM17.3 billion at the time of the offer’s lapse
Sunway Berhad launched its conditional voluntary general offer for IJM Corporation Berhad on January 12, 2026, proposing to acquire all outstanding IJM shares not already held by the group. The consideration was structured as 31.5 sen in cash per IJM share, plus approximately 0.501 new Sunway shares for every IJM share, with the new Sunway shares priced at RM5.65 each. The offer valued IJM at RM3.15 per share, representing a premium of approximately 28% to IJM’s market price at the time of announcement. The transaction would have required the issuance of approximately 1.76 billion new Sunway shares and a cash outlay of approximately RM1.1 billion.
Maybank Investment Bank Berhad acted as the financial adviser to Sunway for the offer. J.P. Morgan-affiliated M&A Securities was appointed as independent adviser to IJM’s board.
Why IJM Shareholders Said No
IJM’s board, acting on the recommendation of independent adviser M&A Securities, concluded that the offer was not fair and not reasonable. M&A Securities estimated that the offer price reflected a discount of between 46.1% and 51.4% to the assessed intrinsic value of IJM shares, citing the company’s active value-creation process and its unrealised potential across its core divisions. IJM’s leadership publicly highlighted a record construction order book of RM17.3 billion, an active property development pipeline, an infrastructure concession portfolio including domestic and overseas toll road assets, and an ongoing overseas expansion programme. To further crystallise value for shareholders, IJM proposed spinning off its highway concession assets within two years and separately listing its construction division.
Sunway maintained throughout that its offer represented its best and final terms and would not be revised.
Political And Regulatory Dimensions
The proposed merger drew political scrutiny almost immediately after its announcement. Senior figures within UMNO, Malaysia’s historically dominant political party, raised concerns that the transaction could dilute Bumiputera equity interests. In late January, the Malaysian Anti-Corruption Commission launched an inquiry into IJM over accusations of corporate governance and procurement lapses, leading to office raids and the temporary freezing of certain bank accounts. The MACC subsequently confirmed that both companies were cleared of wrongdoing on March 27, 2026. The MACC chief commissioner separately indicated the commission had examined the takeover process itself for potential governance violations, finding no basis for action. The episode introduced prolonged uncertainty that weighed on market sentiment around the deal.
Market Reaction
IJM shares closed five sen higher at RM2.36 on April 6, the day the offer lapsed, giving the company a market capitalisation of RM8.61 billion. The stock had reached RM2.97 immediately after the offer announcement in January but retreated steadily thereafter. Sunway shares closed at RM4.99 on April 6, down from levels near RM5.60 before the deal was announced, reflecting investor caution about the failed acquisition. IJM shares fell as much as 3% the following session before stabilising.
What Comes Next
IJM Group CEO and Managing Director Datuk Lee Chun Fai said the company would proceed with its independently developed strategy to unlock value across its portfolio. Analysts at MBSB Investment Bank noted upcoming potential contract awards for IJM, including data centre projects in the Klang Valley and Johor, as well as a possible share of a RM5 billion to RM6 billion Penang Mutiara Line LRT cross-sea infrastructure package. Sunway, for its part, stated it would continue pursuing growth through its established core businesses and maintain a disciplined approach to future acquisitions.