The increasingly globalized economy has created boundless opportunities for firms to expand and concurrently forced them to improve their comparative advantage by integrating with each other. Today, cross-border mergers and acquisitions (M&A) have rapidly increased, reshaping corporate leadership and unlocking corporate value. The Thai billionaire Charoen Sirivadhanabhakdi’s takeover of Fraser and Neave (F&N), the largest region takeover, has illustrated the strategic corporate governance of both the acquirer and target firms, the reaction of their leaders and the evaluations of F&N’s worth. Furthermore, this transaction also had significant impacts on various key stakeholders – F&N’s Board of Directors, TCC Assets Ltd and Thai Beverage PCL, Overseas Union Enterprise (OUE), and other F&N’s shareholders such as Kirin Holdings Co.
Nowadays, most corporate leadership consists of two main management bodies, which are the Board of Directors and the Board Executive Committee. In F&N, Board of Directors acts as a crucial internal governance to set strategic directions, to oversee management and most importantly, to protect the interests of its shareholders. During merger transactions, they are supposed to monitor the transactions so as to maximize its shareholders’ wealth. In October 2012, F&N directors rejected Mr Charoen Sirivadhanabhakdi's takeover offer because the offer price of $8.88 per share (which valued F&N at S$7.2bn) is at the low end of the range of the estimated market value of between $8.30 and $11.22 (Yap, 2012). F&N’s advisor, JP Morgan Chase also described the offer from Mr. Charoen as ‘not compelling’ (Yap, 2012). This incidence illustrates how F&N Board took the responsibility to review the offer carefully and provided its shareholders necessary evaluations of the offer so as to maximize their profits. Furthermore,