The process of Mergers and Acquisitions in Thailand may seem complex. It is essential to first understand what is involved in a Merger and Acquisition. Despite the fact that these terms are usually described together, they do not mean the same thing, therefore it is essential to determine the meaning of Merger and separately to discuss the meaning and definition of an Acquisition.
A Merger can be defined as the merging of two companies into a single new legal entity. The companies that are merged are then considered to be dissolved. The new company will aquire all of the assets and liabilities of the two merging companies.
To create a merger between two companies requires a significant amount of paperwork and red tape, plus a plethora of agreements. There are also various tax implications involved and complications regarding shares and assets into the new company. Juslaws & Consult has the experience required to make a Merger painless.
An Acquisition, unlike a Merger, does not result in the formation of a new company. It is where one Company takes over another company for the purpose of combining the other company's assets and liabilities into their own company. This usually means that the acquired company gets liquidated.
Before and after such acquisitions there are various things that need to be considered in detail. Again contracts need to be drawn up and agreements made, plus advising and submitting documentation to the various government bodies. Juslaws & Consult once again can help with all the red tape.
Since there are no specific laws that govern Mergers & Acquisitions in Thailand, they are governed by the Civil and Commercial code. Additionally Public Limited Company mergers, may be governed by the Securities Exchange Act, as well as the Stock Exchange of Thailand Act as the shares of the public limited company may be listed.
It is imperative prior to the merging of two companies, or even an acquisition, to understand the background of such companies and to ensure that this is indeed what is best for each individual company. For this reason, we at Juslaws & Consult, offer a variety of services in relation to a Merger or an Acquisition which include but are not limited to:
Since our Company establishment in 2004, Juslaws & Consult have represented public listed corporations,middle size companies, and small businesses in the process of Mergers and Acquisitions. We specialize in many sectors including banking, energy, industry, and food and beverage (hotels and restaurant chains) among others.
Our Thai and International lawyers and consultants have handled the following cases in Thailand and abroad:
2004 - Present
Acquisition of a public listed Thai-German Ceramic company in 2006 with main business in the Ceramic tiles industry.
Merger of a Japanese and Thai public listed air conditioning companies in 2010
Acquisition of the sixth-largest bank (in assets) in Thailand by a Canadian bank in 2010
Acquisition of shares and Purchase agreement for one of Thailand’s oldest insurance companies whose Thai majority owner, an old Chinese-Thai tycoon family, sold their shares to their Japanese co-shareholders. The transaction had a value of 13.3 million USD inn 2012
Assisting a client from East Europe on a joint venture and acquisition of a cement factory in Mauritania in 2013.
Due Diligence on an Acquisition of a land of 20 rai in the island of Koh Lanta in 2013.
Negotiation and Acquisition of a Thai middle size manufacturer and distributor of joints and gaskets for industrial use by a British investment holding as a strategic market entry in Southeast Asia in 2014.
Advice on an Acquisition of a hotel-resort in Spain by a well-known public listed company from Malaysia with a value of 50 million euro in 2014.
Advice a foreign client on the acquisition of a real estate asset consisting in villas and residential in 2014.
Advising on an acquisition of a mine in north of Chile and the participation in an Oil and Gas project with a value of 2 million Singapore dollars for an oil and gas company registered in Singapore in 2015.
Assisting on the takeover of Thai IT Company with a value of 20 million Thai baht in 2015.
Legal support of the transfer of property assets with a value of 300 million Thai Baht in 2016.
Advising on an Acquisition of all the shares of a Thai company that owned a 2.5 billion Thai baht hotel by our client a Singaporean company during 2017 in Phuket.
Played a major role in the merger of 2 small companies in the rubber business in 2018.
Advising on the Liquidation and Acquisition of a construction materials company in 2019.
Helped a client take controlling interest of a property management company that was developing some condominiums in 2020.
Developed the plan to merge and liquidate 2 companies and the subsequent formation of a very large company in the Thailand electronics sector in 2020.
Juslaws & Consult has consistently been rated as a Top Tier law firm for Mergers and Acquisitions by leading legal directories, and you can often find our lawyers speaking in local and international seminars, or publishing articles in specialized legal and business magazines such as The Report of Thailand by Oxford Business Group. For more information please contact us.