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Mergers and Acquisitions in Thailand

Mergers and Acquisitions in Thailand

Mergers and Acquisitions (M&A) in Thailand are procedures in which two companies are combined in order to form a new company or a business purchases another one. M&A is also named a “take over”.

What are the regulatory authorities and legislation which validate M&A in Thailand?

The main regulatory authorities for Mergers and Acquisitions in Thailand are the Securities and Exchange Commission (SEC), the Capital Market Supervisory Board (CMSB) and the Stock Exchange of Thailand.

The most important legislation which regulates public Mergers and Acquisitions in Thailand are:

•    The Securities and Exchange Act (SEC Act);
•    The Public Company Act;
•    The Notification of the Capital Market Supervisory Board (CMSB) Rules;
•    Conditions and Procedures for the Acquisition of Securities for Business Takeovers (CMSB Notification).

Our lawyers in Thailand can offer more information on the legal framework for M&A in this country.

Documentation required for M&A transactions in Thailand

For the merger or acquisition of a listed company  in Thailand, the documents required include:

•    A share or asset sale;
•    The purchase agreement;
•    Relevant documents regarding corporate approvals;
•    Disclosure deeds as stated by the Public Limited Companies Act of 1992;

And, if a share acquisition is to be made, the obligatory documents are comprised of:

•    Report on Acquisition of Securities (Form 246-2) which is submitted to the Office of the SEC;
•    The deeds for a Tender Offer which include:
o    A Form 247-3, statement of intention to make a tender offer;
o    Form 247-4, an offer to buy shares (approved by a financial advisor ratified by the SEC);
o    Evidence of funds, a letter of statement delivered by a commercial bank to prove that the buyer disposes of enough capital to effectuate a tender offer;
o    Form 247-6 Gor, a statement on the initial result of the tender offer; and
o    Form 256-2, a statement on the outcome of the tender offer.

The above mentioned documents have to be also submitted to the SEC. Our Thai attorneys can further explain what this documentation consists of.

In case of an asset acquisition, the compulsory documentation have to also include:

•    Deeds in connection with the transfer of licenses associated to the transferred assets (if they are transferable);
•    Documents in connection with the registration of the transfer of the assets ownership to the buyer with the appropriate authorities (if requested); and
•    Novation agreement in connection with definite agreements associated to the transferred assets (if requested).

Mergers and acquisitions tend to be a quite complex procedure which requires the advice of a professional knowledgeable Thai lawyers. If you need legal assistance on this procedure, we invite you to contact our law firm in Thailand.