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


 

  • Advised Thaivivat Insurance (TVI) on the investment by ITOCHU Corporation through its subsidiary, GR Management (Thailand), in TVI by way of a subscription of new shares with the investment value of approximately THB 1 billion

  • Advised Successmore Being on the acquisition in Power Agrotech (Thailand)

  • Advised Thai Union on the relevant agreements regarding its business partnership with Mitsubishi Corporation

  • Advised Sunningdale Tech on its acquisition of Adval Tech (Thailand) which engages in the manufacturing of plastic components relating to automotive parts

  • Advised Bongkot Holdings, a subsidiary of Precious Shipping, on the acquisition of V.L. Enterprise, a leading operator in domestic and international sea transportation for petroleum and chemical products, by way of a conditional voluntary tender offer

  • Assisted ThaiBev group on the successful tender offer for all the remaining securities of Sermsuk (SSC), one of Thailand’s leading beverage companies with renowned beverage brands and a subsidiary of ThaiBev, as well as the subsequent delisting of SSC’s securities from the Stock Exchange of Thailand

  • Advised Principal Capital (PRINC) in connection with its entire property development and hotel business portfolio by way of a disposition of its interest in V Brilliant Group

  • Advised Mr. Pitharn Ongkosit, the SET-awarded CEO of KCE Electronics, the world's fifth-largest producer of custom-printed circuit boards, on the acquisition in The One Enterprise, Thailand’s industry leader in media and entertainment listed on the SET, from Ms. Poramaporn Prasarttong-Osoth of Bangkok Dusit Medical Services (BDMS) Group

  • Advised Thaivivat Insurance (TVI), one of Thailand's largest insurance companies, and Thaivivat Holdings (TVH) in a shareholding and management restructuring by way of a share swap, followed by the delisting of TVI shares and the listing of TVH shares on the Stock Exchange of Thailand

  • Advised a group of Thailand’s prominent investors led by Mr. Surachai Chetchotsak in the acquisition in Gratitude Infinite (GIFT), a leading supplier and distributor of chemical products, from Union Petrochemical

  • Advised Kasikorn Investure, a subsidiary of Kasikornbank, on its acquisition in J Asset Management, a wholly owned subsidiary of JMT Network Services

  • Advised on the joint venture between Betagro and Kerry Express under the name “Kerry Betagro” to engage in cold chain delivery service business

  • Advised RS on (i) its joint venture with PLAN B Media and Nation International Edutainment, under the name “RSPlanB”, (ii) its acquisition of Unilever Life (ULife), a direct selling and marketing business unit of Unilever, by its subsidiary, RS-U Life, and (iii) its investment in Chase Asia group companies which engage in asset management and retail finance businesses

  • Advised Bitkub, the operator of the largest digital asset exchange in Thailand, on (i) a series of its fundraising, and (ii) its proposed strategic partnership with SCB in Bitkub Online

  • Advised Eastern Power in the acquisition of two of its power plants by Univentures and B.Grimm

  • Advised Central Pattana in connection with the acquisition by its subsidiary of a majority interest of shares in Siam Future Development, followed by a mandatory tender offer of all its total issued shares. The transaction was subsequently awarded the “Deal of the Year 2023” by the Stock Exchange of Thailand

  • Advised Metro Pacific Tollways Corporation, the largest toll road developer and operator in the Philippines, in its divestment in Don Muang Tollway, an elevated toll road operator in Thailand

  • Advised Noble in connection with its investment in Srisawad Corporation’s wholly owned subsidiary, SWP Asset Management

  • Advised Hetrakul Family in connection with the disposal of their entire interest in NewTV to JKN Global Media

  • Advised Golden Lime on its acquisition from the Ministry of Finance and CPB Equity of Thai Marble Corporation through a bidding process

  • Advised Principal Capital on the acquisition of a number of hospitals throughout Thailand, including Paknampho Hospital, Sahavej Hospital, Pitsanuvej Hospital, Piyamin Hospital (currently, Princ Hospital Suvarnabhumi), and Virajsilp Hospital

  • Advised on the 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

  • Advised Central Pattana on its joint venture with MEA Commercial Holdings in CPN Village, the operator of Central Village

  • Advised on the disposition by Principal Capital through its subsidiary of its interest in Bangkok Management

  • Advised on the amalgamation between Banpu Infinergy and Banpu Renewable Energy to rationalize and group all clean energy technology businesses, affiliates and investments of Banpu Group

  • Advised on the strategic alliance between Allianz and Sri Ayudhya Capital (AYUD) in life and non-life insurance businesses in Thailand via (i) an acquisition by Allianz of equity in AYUD via a partial tender offer and a private placement and (ii) a business integration of Allianz General Insurance and Sri Ayudhya General Insurance

  • Advised on the acquisition in Noble Development by a Thai individual and BTS Group

  • Advised on the acquisition in Noble Development by new strategic investors

  • Advised on a voluntary tender offer by Thai President Foods of President Bakery

  • Advised Golden Lime, a leading manufacturer and distributor of lime and calcium carbonate, on its acquisition of Saraburi Quick Lime

  • Advised on the acquisition by Principal Capital of hospital businesses of (i) Alliance Medical Asia’s group companies through an acquisition of its entire interest; and (ii) Thai Health Maintenance Organization by way of a business transfer

  • Advised Power Solution Technologies (PSTC) on the acquisition in Biggas Technology and the issue and offering of its new shares by way of a private placement for the purpose of funding the acquisition

  • Advised on the divestiture by Korphaibool Family to Hitachi Chemical Group of equitable interest in Hitachi Chemical Storage Battery, a leading manufacturer and distributor of automotive and motorcycle batteries under the “3K” brand

  • Advised on the debt financing and equity injection into two subsidiaries of Pace Development in connection with the development and completion of the MahaNakhon Tower and a retail building by Apollo Asia Sprint Holding and Goldman Sachs Investments Holdings (Asia), totalling an aggregate amount of approximately THB 8.4 billion (USD 235 million)

  • Advised on the disposition of Maesod Clean Energy by Thaioil Ethanol

  • Advised Paolo Medic, a subsidiary of Bangkok Dusit Medical Services (BDMS), on the acquisition of the entire business of Mayo Polyclinic

  • Advised CE Lime, a joint venture company between Carmeuse - the world’s leading producer of lime and lime-related products with more than 150 years of experience - and GP Group, on the acquisition in Golden Lime, followed by a tender offer

  • Advised on the acquisition by Principal Capital of the real estate development businesses of V Brilliant Group (VB) group companies through an acquisition of the entire interest in VB and the issue and offering of its new shares by way of private placement to its shareholders

  • Advised Banpu Power (BPP) on its acquisition of Thai Solar Consultant

  • Advised Venture Incorporation on its backdoor listing, and subsequent acquisition of a portfolio management business and other related businesses, and investment in subsidiaries engaging in asset management

  • Advised Bangkok Dusit Medical Services (BDMS) Group on the acquisition of Save Drug Center, a renowned pharmacy chain with countrywide outlets

  • Advised Bangkok Dusit Medical Services (BDMS) Group on the acquisition of the entire business of a number of hospitals nationwide, including Muangraj Hospital in Ratchaburi, Phuket International Hospital in Phuket, Sanamchan Hospital, Ratanavej Hospital and Ratanavej Children Hospital in Phitsanulok

  • Advised on the acquisition by IFEC in (i) Wang Karn Ka Rung Roj, a solar power plant with a production capacity of 1 megawatt located in Khon Kean Province and (ii True Energy Power Lopburi, a biomass power plant with a production capacity of 7.5 megawatts located in Lopburi Province

  • Advised on the investment by IFEC for the expansion of its renewable energy business into South East Asia market through a collaboration with Noringo Group of China including an entry 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

  • Advised on the acquisition by Mindo Asia Investments in MC Group

  • Advised on the disposition by GE Capital in the Bank of Ayudhya to The Bank of Tokyo Mitsubishi UFJ via a voluntary tender offer, the total value of which was the then largest M&A transaction concerning Thai companies

  • Advised on the acquisition by First Pacific Group in Don Muang Tollway from Capital Asia

  • Advised on the investment in Kaset Thai, which is an operator of a fully integrated sugar business as well as the business related to by-products from the sugar production process, as part of its IPO by Sumitomo Corporation

  • Advised on the acquisition by IFEC Group of a number of very small power producer projects (VSPP) concerning solar and wind farms throughout various provinces in Thailand, including Buengkan, Chonburi, Kalasin, Khon Kaen, Lampang, Lopburi, Nakhon Si Thammarat, Nong Khai, Prachuapkhirikhan, Surin and Udon Thani

  • Advised on the backdoor listing of Central Online (previously known as OfficeMate) as a result of the mergers among Office Mate, Office Depot and B2S

  • Advised OSK Group in relation to the acquisition in BFIT Securities and its subsequent mandatory tender offer

  • Advised on the disposition by Thailand Equity Fund (co-invested by Lombard) in S. Pack & Print Public to Oji Paper

  • Advised a joint venture partner of Berli Jucker for its logistic, trading and distribution-related businesses in Vietnam

  • Advised GFPT on its asset disposal to McKey Food Services (Thailand)

  • Advised on the acquisition and business integration of Sri Ayudhya Capital (AYUD) and BT Insurance

  • Advised Cathay Financial Holdings, Taiwan’s largest financial holding company, on a strategic investment in Sawad

  • Advised GFPT on its joint venture with Nichirei Foods Inc.

  • Advised on the disposal by Financial Institutions Development Fund (FIDF) to CIMB Group in BankThai through a bidding process

  • Advised the Vanachai Group on its acquisition of Thai Plywood’s Saraburi plant, a state-owned enterprise regulated by the Ministry of Natural Resources and Environment

  • Advised on the disposal by Siam Makro of Makro Office to Office Club, a Central Group company

  • Advised Seacon Development on its acquisition of the entire interest in Wattanawana, during its business rehabilitation proceedings, which owns and operates Future Park Bangkae

  • Advised on the acquisition and disposal by GMM Media in Matichon

  • Advised on the acquisition by GMM Media in Post Publishing

  • Advised on the disposition in Berli Jucker by First Pacific Group

  • Advised on the acquisition by Allianz SE in Ayudhya CMG Life Assurance, Thailand’s third-largest life insurance company at the time

  • Advised on the acquisition by Singapore Telecom in Advanced Info Services (AIS)

  • Advised on the acquisition by Groupe Casino of a substantial shareholding in Big C, one of the largest retailers in Thailand

  • Advised Koos Group in connection with its investment in KGI Thailand

  • Advised KGI Group in various regulatory aspect in connection with their investment in Thailand and related transactions

  • Advised OKK Corporation on its joint venture and investment in Pana-Taguchi (Thailand), as well as other corporate and foreign direct investment related matters