THANATHIP & PARTNERS

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M & A

We provide comprehensive advice and services on private and public takeovers and complex M&A transactions and are regularly in contacts with the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand (SET), and a number of other governmental authorities. The number and variety of deals with which our team have been involved give us a valuable pool of experience to draw from, and help ensure that we stay up-to-date with current structures as they develop in the field of M&A and corporate finance.

We have also advised our clients on merger control requirements and their interplay with various transactions. Not only have we successfully assisted our clients on a number of high profile transactions in complying with merger control requirements, including pre-merger filing and post-merger notification as administered by the Office of the Trade and Competition Commission (OTCC), but we have also worked closely with our clients in identifying anti-competition issues at the early stage of the transactions and forming step plan to secure clearance or complete requisite filings in a timely manner. On cross-border transactions, we have worked alongside leading international law firms in coordinating multijurisdictional filings for our clients.

In addition to global corporations, leading Thai companies, PEs and top investment banks, we are very keen in fostering relationships and being part of an entrepreneurial journey of start-ups and have been heavily in volved in assisting in various stages of a few well renowned start-ups in finance, securities, healthcare, retails and consumer ranging from a pre-formation, to strategic exit.

M&A Experiences

Public Private
  • Acquisition by Golden Lime from the Ministry of Finance and CPB Equity of approximately 99% equity interest of Thai Marble Corporation Limited through a bidding process (June 2020)

  • Entire Business Transfer of Virajsilp Hospital to Principal Healthcare – Chumphon Company Limited, a subsidiary of Principle Capital (expected to complete in March 2020)

  • Joint venture between Noble Development and U City (a subsidiary of BTS Group Holdings) as a framework in a co-development of various real estate projects (January 2020)

  • Advising Central Pattana in its joint venture with MEA Commercial Holdings Pte. Ltd. in CPN Village Co., Ltd., the operator of Central Village (December 2019)

  • Advising Principle Capital in connection with the disposition by its subsidiary of the entire interest in Bangkok Management Co., Ltd. with a transaction value of Baht 1,300 million (November 2019)

  • Proposed amalgamation between Banpu Infinergy and Banpu Renewable Energy to rationalize and group all clean energy technology businesses, affiliates and investments of Banpu Group (November 2019)

  • Strategic alliance between Allianz and Sri Ayudhya Capital Public Company Limited (AYUD) in life and non-life insurance business in Thailand via (i) an acquisition by Allianz of equity interest in AYUD via a partial tender offer and a private placement increasing its shareholding in AYUD and (ii) a business integration of Allianz General Insurance Public Company Limited and Sri Ayudhya General Insurance Public Company Limited (April 2019)

  • Acquisition of 23.3% equity interest in Noble Development by a Thai individual and another 9.9% by BTS Group (October 2019)

  • Acquisition of 48.29% equity interest in Noble Development by new strategic investors (April 2019)

  • A voluntary tender offer by Thai President Foods Public Company Limited for the entire securities in President Bakery with a total value of over Baht 9,000 million (August 2018)

  • Acquisition by Golden Lime Public Company Limited, a leading manufacturer and distributor of lime and calcium carbonate listed on the SET, of the entire equity interest in Thailand’s fourth largest lime company, namely Saraburi Quicklime Co., Ltd., with a total value of Baht 320 million (March 2018)

  • Acquisition by Principle Capital of hospital businesses of (i) Alliance Medical Asia Company Limited’s group companies through an acquisition of its entire equity interest with a total value of Baht 2,000 million (November 2017); and (ii) Thai Health Maintenance Organization Co., Ltd. by way of a business transfer with a total value of Baht 900 million (February 2018)

  • Acquisition by Power Solution Technologies of approximately 51% equity interest in Biggas Technology Co., Ltd. and the issue and offering of its new shares by way of a private placement for the purpose of funding the acquisition (December 2017)

  • Divestiture by Korphaibool Family to Siam Magi Co., Ltd. (a subsidiary of Hitachi Chemical Company, Ltd.) of approximately 43.9% of the total issued shares of Thai Storage Battery Public Company Limited, a leading manufacturer and distributor of automotive and motorcycle batteries under the “3K” brand with the total value of approximately Baht 2,414 million (September 2017)

  • Equity injection and secured debt financing into two subsidiaries of Pace Development Corporation in connection with the development and completion of the MahaNakhon Tower and an adjacent retail building by Apollo Asia Sprint Holding Company Limited and Goldman Sachs Investments Holdings (Asia) Limited in an aggregate amount of approximately Baht 8.4 billion (USD 235 million) (February 2017)

  • Disposition of the entire equity interest in Maesod Clean Energy Company Limited by Thaioil Ethanol Company Limited, a wholly owned subsidiary of Thai Oil (February 2017)

  • Acquisition by Paolo Medic, a 99.99 per cent-owned subsidiary of Bangkok Dusit Medical Services Public Company Limited (BDMS), a leading private hospital in Thailand, of the entire business of Mayo Polyclinic Co., Ltd., a company operated a private hospital in Bangkok under the name of “Mayo Hospital” for the consideration of approximately Baht 1.4 billion (US$40m) to expand its customer base in the middle-class segment in Bangkok and its vicinity (January 2017)

  • Acquisition by CE Lime (a joint venture company between Carmeuse (an international producer of lime and lime-related products with more than 150 years of experience) and GP Group) of an initial 45% equity interest in Golden Lime Public Company Limited (a leading manufacturer and distributor of lime and calcium carbonate), followed by a tender offer (October 2016)

  • Acquisition by Principal Capital of real estate development businesses of V Brilliant Group through an acquisition of its entire equity interest in exchange for its new shares by way of private placement (October 2016)

  • Acquisition by Banpu Power Public Company Limited (BPP) of an entire equity interest in Thai Solar Consultant Company Limited (May 2016)

  • Advising Venture Incorporation Public Company Limited on its backdoor listing and subsequent acquisition of non-performing portfolio management business (November 2015)

  • Acquisition by BDMS of the entire business of Muangraj Hospital, Phuket International Hospital, Sanam-Chan Hospital, Ratanavej and Ratanavej Children Hospital (2013, 2014 and 2015)

  • Acquisition by IFEC of the entire equity interest in (1) Wang Karn Ka Rung Roj Co., Ltd., a solar power plant with a production capacity of 1 megawatt located in Khon Kean Province and (2) True Energy Power Lopburi Company Limited, a biomass power plant with a production capacity of 7.5 megawatts located in Lopburi Province (January 2015)

  • Acquisition by BDMS of the entire equity interest in Save Drug Center Company Limited (October 2014)

  • Investment by IFEC, the sole distributor of Konica Minolta in Thailand, for the expansion of its renewable energy business into South East Asia market through a collaboration with Noringo Group of China in the entering into a memorandum of understanding with the Phnom Penh Municipality, the Kingdom of Cambodia, to study and explore the development of waste management and the corresponding electricity generation in Phnom Penh (April 2014)

  • Acquisition by Mindo Asia Investments Limited of 8.5% interest in MC Group Public Company Limited (January 2014)

  • Disposition by GE Capital of its entire interest in Bank of Ayudhya to The Bank of Tokyo Mitsubishi UFJ, Ltd. via a voluntary tender offer, the total value of which is believed to be the largest ever of M&A transactions concerning Thai companies (December 2013)

  • Acquisition by First Pacific Group of approximately 29.45% interest in Don Muang Tollway Public Company Limited (November 2013)

  • Investment in Kaset Thai International Sugar Corporation Public Company Limited as part of its IPO by Sumitomo Corporation (October 2013)

  • Acquisitions by IFEC of entire equity interest in Green Energy Technology Co., Ltd., a company operating a VSPP solar power plant in Prachuapkhirikhan (August 2013)

  • Backdoor Listing of OfficeMate Public Company Limited as a result of the mergers amongst OfficeMate Public Company Limited, Office Club (Thai) Co., Ltd. and B2S Co., Ltd. (December 2012)

  • Acquisition by IRPC Public Company Limited of approximately 25% interest in UBE Chemicals (Asia) Public Company Limited, a leading petrochemical company engaging in caprolactam and nylon 6 related businesses (July 2012)

  • Acquisition of 48.90% interest in BFIT Securities Public Company Limited by OSK Group (April 2011)

  • Disposition by Thailand Equity Fund (which is co-invested by Lombard) of 23.33% interest in S. Pack & Print Public Company Limited (March 2011)

  • Acquisition by The Ayudhya Insurance Public Company Limited of the entire interest in BT Insurance Company Limited (November 2010)

  • Advising a joint venture partner of Berli Jucker Public Company Limited for its logistic, trading and distribution related businesses in Vietnam (September 2010)

  • Advising GFPT Public Company Limited on its disposal of certain assets to McKeyFood Services (Thailand) Company Limited (September 2010)

  • Proposed acquisition and Business Integration of Ayudha Insurance Public Company Limited and BT Insurance Company Limited (March 2010)

  • Joint Venture between GFPT Public Company Limited and Nichirei Foods Inc. (November 2008)

  • Acquisition by Vanachai Group Public Company Limited of the Saraburi plant of Thai Plywood Co., Ltd. (July 2008)

  • Disposal by Siam Makro Public Company Limited of 100% interest in Makro Office Centre Co., Ltd. to Office Club (Thai) Co., Ltd., a Central Group company (June 2008)

  • Advising Seacon Development on its acquisition of the entire interest in Wattanawana Co., Ltd (during its business rehabilitation proceedings) which owns and operates Future Park Bangkae (June 2008)

  • Acquisition by Allianz SE of 16% interest in Ayudhya Insurance Public Company Limited (February 2006 and March 2007)

  • Acquisition of 32.40% interest and disposal of 12.40% interest by GMM Media Public Company Limited in Matichon Public Company Limited (September 2005)

  • Acquisition of 23.60% interest by GMM Media Public Company Limited in Post Publishing Public Company Limited (September 2005)

  • Disposition of approximately 83.5 per cent interest in Berli Jucker Public Company Limited by FPC and its subsidiaries and affiliates (November 2001)

  • Acquisition by Allianz and its designees of a 47% stake in Ayudhya CMG Life Assurance Company Limited, Thailand’s third largest life insurance company (September 2001)

  • Acquisition by Singapore Telecom of approximately 20% interest in Advance Info Services (AIS) (April 2000)

  • Acquisition by Groupe Casino of a substantial shareholding in Big C Supercenter Public Company Limited (April 1999)