Industry Sectors

We have assisted a broad range of business players in retail and consumers industry, including those concerning food and beverages, household and office goods and equipment, luxury products, and etc. We represented and advised investors, business operators and financiers in various types of transactions, including M&A, financing, foreign direct investment, public offerings, other fund raising, business cooperation, and general commercial transactions.

Notable transactions include:

M&A

• Advising Carlye on a formation of a joint venture company with Taiwanese major shareholders together with its indirect acquisition of the 26 per cent equity interest in Sushi Express and Sushi Express (Samoa), a conveyor-belt sushi chain across Asia


• Assisting CJ CheilJedang, a Korea’s leading food culture company with products under the brand “bibigo”, in its proposed investment and business cooperation with A-Best, a sophisticated local agricultural produce manufacturer and seller


• Advising BSCM Foods, a subsidiary of Chia Meng Marketing, a leading producer of jasmine rice, under the brand name "Hongthong" and "Golden Phoenix", in its acquisition of 25% interest in Khaeng Rang Took Wan, the manufacturer and distributor of healthy foods products under the brand “Nim Nim”


• Acting for Bain Capital Credit in connection with its Series A financing of US$250,000,000 to Cuisine Solutions Inc. as regards its Thailand operations


• Advising RS in its acquisition of Unilever Life (ULife), a direct selling and marketing business unit of Unilever, by its subsidiary, RS-U Life


• Advising Food Selection and Food Culture, the operators of Japanese restaurants under the brands “Shinkanzen Sushi” and “Semma Sushi”, on their joint venture with Central Restaurants Group (CRG)


• Joint Venture between Betagro and Kerry Express under the name “Kerry Betagro” to engage in cold chain delivery service business


• Advising Central Pattana in connection with an acquisition by its subsidiary of a majority interest of shares in Siam Future, followed by a mandatory tender offer of all its total issued shares


• Advising Boon Rawd Trading in its investment in 30% interest in Siri Pro, which engages in food and beverages distribution businesses


• Assisting Freshket on its Series A and Series B Fundraising of US$3,000,000 and US$23,500,000, respectively


• Advising Central Pattana in its joint venture with MEA Commercial Holdings as regards Central Village


• A voluntary tender offer by Thai President Foods of President Bakery


• Divestiture by Korphaibool Family to Hitachi Chemical Group of approximately 43.9% shares in Hitachi Chemical Storage Battery, a leading manufacturer and distributor of automotive and motorcycle batteries under the “3K” brand


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


• Acquisition by BDMS of Save Drug


• Advising a leading integrated poultry company in its proposed investment in KFC


• Advising a leading retail group company in Thailand in its proposed acquisition of Asia Book


• Acquisition of the entire interest in Royal Porcelain


• Acquisition of Hesco Food by Singha Corporation, one of the largest food and beverages corporation in Thailand


• Formation of a Joint Venture between a group of shareholders in Villa Market and We Retail, a subsidiary of Property Perfect


• Backdoor listing of Central Online (previously known as OfficeMate) as a result of the mergers amongst Office Mate, Office Depot and B2S


• Acquisition of 70% Interest in Toys “R” Us Business by Toys “R” Us, Inc. as part of its Asian shareholding restructure, including advising its Thailand subsidiary on corporate and commercial laws as well as employment related matters


• Advising one of the bidders in respect of McDonald Thailand, Carefour Thailand, Asia Books


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


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


• Advising a leading integrated poultry company in its proposed investment in McDonald Thai


• Sale of shares in CP Seven Eleven by Thaivest (a GIC group company) as part of an IPO by CP Seven-Eleven


• Advising GFPT on its disposal of certain assets to McKeyFood Services (Thailand)


• Advising GFPT in connection with its joint venture with Nichirei Foods Inc.


• Disposal by Siam Makro of Makro Office to Office Club, a Central Group company


• Disposition of approximately 83.5% interest in Berli Jucker by First Pacific Group


• Acquisition by Groupe Casino of a substantial shareholding in Big C

Capital Markets

• IPO and listing of i-Tail Corporation, the largest IPO in the food and beverage sector and the second-largest IPO of 2022 of the Thai capital market


• IPO of L&H Shopping Centers Real Estate Investment Trust


• Public offering of CPN Retail Growth Leasehold Property Fund

Financing

• Advising MBK on US$12,000,000 Revolving Working Capital Facility from The Bank of Nova Scotia


• Advising Seacon Development on its acquisition of the entire interest in Wattanawana (during its business rehabilitation proceedings) which owns and operates Future Park Bangkae, which was partially financed by Baht 1,200 million loan facility from Bangkok Bank and Thanachart Bank


• Advising GFPT Nichirei on Baht 1.17 billion Credit Facility from Mizuho Corporate Bank, The Bank of Tokyo Mitsubishi UFJ, Bangkok Branch, Sumitomo Mitsui Banking Corporation, Bangkok Branch and TMB Bank

Others

• Advising Betagro in relation to its solar rooftop power projects and power purchase agreements for its 24 industrial sites with Total Solar (Thailand) and other general commercial contracts


• Advising F&N in relation to a number of its contracts with suppliers and customers in relation to its ice- cream production business and factory


• Advising Betagro in relation to the distribution agreement with its distributor in Hong Kong and Greater China


• Advising Thai Namthip, a manufacturer and distributor of soft drink beverages under the brands “Coca-Cola”, “Coke”, “Fanta”, Sprite”, “Schweppes”, and etc. in Thailand on a number of its commercial contracts with its business partners as well as certain corporate matters


• Advising Ek-Chai Distribution, the operator of Tesco Lotus on laws and regulations concerning electronic payment businesses and applications for relevant licenses from the Bank of Thailand


• Advising a franchisee of Boost Juice for the Thailand operation


• Advising a franchisee of Gymboree for the Thailand operation