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.
- Advising a group of Thailand’s prominent investors led by Mr. Surachai Chetchotsak in the acquisition of majority interest in Gratitude Infinite (GIFT), a leading supplier and distributor of chemical products, from Union Petrochemical
- Joint Venture between Betagro and Kerry Express under the name “Kerry Betagro” to engage in cold chain delivery service business
- Advising 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 35% interest in Chase Asia group companies which engage in asset management and retail finance businesses
- Advising Bitkub, the operator of the largest digital asset exchange in Thailand, in (i) a series of its fund raising, and (ii) its proposed strategic partnership with SCB in Bitkub Online
- Advising Eastern Power in the acquisition of two of its power plants by Univentures and B.Grimm
- 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 MPTC, the largest toll road developer and operator in the Philippines, in its divestment of 24.95% interest in Don Muang Tollway, an elevated toll road operator in Thailand
- Advising Noble in connection with its 20% investment in Srisawad Corporation’s wholly owned subsidiary, SWP Asset Management
- Advising Hetrakul Family in connection with a disposal of their entire interest in NewTV to JKN Global Media
- Acquisition by Golden Lime from the Ministry of Finance and CPB Equity of approximately 99% Interest of Thai Marble Corporation through a bidding process
- Acquisition by Principal Capital of a number of hospitals nationwide, including Paknampho Hopital, Sahavej Hospital, Pitsanuvej Hospital, Piyamin Hospital (currently Princ Hospital Suvarnabhumi) and Virajsilp Hospital
- 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
- Joint venture between Central Pattana and MEA Commercial Holdings in CPN Village, the operator of Central Village
- Disposition by Principal Capital through its subsidiary of the entire interest in Bangkok Management with a transaction value of Baht 1,300 million
- Amalgamation between Banpu Infinergy and Banpu Renewable Energy to rationalize and group all clean energy technology businesses, affiliates and investments of Banpu Group
- Strategic alliance between Allianz and Sri Ayudhya Capital (AYUD) in life and non-life insurance business in Thailand via (i) an acquisition by Allianz of interest 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
- Acquisition of 23.3% interest in Noble Development by a Thai individual and another 9.9% by BTS Group)
- Acquisition of 48.29% interest in Noble Development by new strategic investors
- A voluntary tender offer by Thai President Foods for the entire securities in President Bakery with a total value of over Baht 9,000 million
- Acquisition by Golden Lime, a leading manufacturer and distributor of lime and calcium carbonate listed on the SET, of the entire interest in Thailand’s fourth largest lime company, namely Saraburi Quicklime, with a total value of Baht 320 million
- Acquisition by Principal Capital of hospital businesses of (i) Alliance Medical Asia’s group companies through an acquisition of its entire interest with a total value of Baht 2,000 million; and (ii) Thai Health Maintenance Organization by way of a business transfer with a total value of Baht 900 million
- Acquisition by Power Solution Technologies of approximately 51% interest 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
- Divestiture by Korphaibool Family to Siam Magi (a subsidiary within Hitachi Chemical Group) of approximately 43.9% of the total issued shares of Thai Storage Battery, a leading manufacturer and distributor of automotive and motorcycle batteries under the “3K” brand with the total value of approximately Baht 2,414 million
- Equity injection and secured debt financing into two subsidiaries of Pace Development in connection with the development and completion of the MahaNakhon Tower and an adjacent retail building by Apollo Asia Sprint Holding and Goldman Sachs Investments Holdings (Asia) in an aggregate amount of approximately Baht 8.4 billion (US$235 million)
- Disposition of the entire interest in Maesod Clean Energy by Thaioil Ethanol, a wholly owned subsidiary of Thai Oil
- Acquisition by Paolo Medic, a 99.99 per cent-owned subsidiary of Bangkok Dusit Medical Services (BDMS), of the entire business of Mayo Polyclinic
- Acquisition by CE Lime (a joint venture between Carmeuse (an international producer of lime and lime-related products with more than 150 years of experience) and GP Group) of 45% interest in Golden Lime (a leading manufacturer and distributor of lime and calcium carbonate), followed by a tender offer
- 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
- Acquisition by Banpu Power of an entire equity interest in Thai Solar Consultant
- Advising Venture Incorporation on its backdoor listing and subsequent acquisition of non-performing portfolio management business
- Acquisition by Bangkok Dusit Medical Services of the entire equity interest in Save Drug Center and the entire business of Muangraj Hospital, Phuket International Hospital, Sanam-Chan Hospital, Ratanavej and Ratanavej Children Hospital
- Acquisition by IFEC of the entire equity interest in (1) Wang Karn Ka Rung Roj, a solar power plant with a production capacity of 1 megawatt located in Khon Kean Province and (2) True Energy Power Lopburi, a biomass power plant with a production capacity of 7.5 megawatts located in Lopburi Province
- 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
- Acquisition by Mindo Asia Investments of 8.5% interest in MC Group
- Disposition by GE Capital of its entire interest in Bank of Ayudhya to The Bank of Tokyo Mitsubishi via a voluntary tender offer, the total value of which is believed to be the largest ever of M&A transactions concerning Thai companies
- Acquisition by First Pacific Group of approximately 29.45% interest in Don Muang Tollway
- Investment in Kaset Thai International Sugar Corporation as part of its IPO by Sumitomo Corporation
- Acquisitions by IFEC of entire equity interest in Green Energy Technology, a company operating a VSPP solar power plant in Prachuapkhirikhan
- Backdoor listing of OfficeMate as a result of the merger amongst OfficeMate, Office Depot and B2S
- Acquisition by IRPC of approximately 25% interest in UBE Chemicals (Asia), a leading petrochemical company engaging in caprolactam and nylon 6 related businesses
- Acquisition of 48.90% interest in BFIT Securities by OSK Group
- Disposition by Thailand Equity Fund (which is co-invested by Lombard) of 23.33% interest in S. Pack & Print
- Acquisition by The Ayudhya Insurance of the entire interest in BT Insurance
- Advising a joint venture partner of Berli Jucker for its logistic, trading and distribution related businesses in Vietnam
- Advising GFPT on its disposal of certain assets to McKeyFood Services (Thailand)
- Proposed acquisition and Business Integration of Ayudha Insurance and BT Insurance
- Joint Venture between GFPT and Nichirei Foods Inc.
- Disposal by the Financial Institutions Development Fund (FIDF) to CIMB Group of approximately 42% interest in BankThai through a bidding process
- Acquisition by Vanachai Group of the Saraburi plant of Thai Plywood
- Disposal by Siam Makro of 100% interest in Makro Office Centre to Office Club (Thai), a Central Group company
- Advising Seacon Development on its acquisition of the entire interest in Wattanawana (during its business rehabilitation proceedings) which owns and operates Future Park Bangkae
- Acquisition by Allianz SE of 16% interest in Ayudhya Insurance
- Acquisition of 32.40% interest and disposal of 12.40% interest by GMM Media in Matichon
- Acquisition of 23.60% interest by GMM Media in Post Publishing
- Disposition of approximately 83.5 per cent interest in Berli Jucker by FPC and its subsidiaries and affiliates
- Acquisition by Allianz and its designees of a 47% stake in Ayudhya CMG Life Assurance, Thailand’s third largest life insurance company
- Acquisition by Singapore Telecom of approximately 20% interest in Advance Info Services (AIS)
- Acquisition by Groupe Casino of a substantial shareholding in Big C Supercenter