Corporate and Mergers & Acquisitions

Chandler Mori Hamada has a highly experienced Corporate and M&A practice group⁠, recognized for the scope of its legal expertise⁠, and the caliber and industry range of its clients⁠. The group acts for multinationals and large⁠, local corporates on transactions involving Thailand’s and Southeast Asia’s key industry sectors⁠, including energy and natural resources⁠, petrochemicals⁠, automotive⁠, food and beverages⁠, logistics⁠, retail⁠, property and high value manufacturing⁠.

The group advises on public and private M&A⁠, bilateral and competitive bidding share sales and purchases⁠, amalgamation⁠, entire business transfers (⁠EBT⁠)⁠, business/asset acquisitions⁠, joint ventures⁠, foreign direct investments⁠, private equity investments⁠, corporate group restructurings and reorganizations⁠. We also assist clients with compliance and regulatory matters in areas such as antitrust⁠, data protection and anti‐bribery⁠.

The group also handles corporate registration and secretarial work for Thai companies⁠, applications for Board of Investment (⁠“⁠BOI⁠”⁠) promotions and foreign business licenses⁠, registration of branch offices of foreign corporations⁠, representative offices⁠, regional offices and applications for US Treaty protection⁠.

Some Representative Transactions:

Corporate restructuring

ThaiNamthip Limited (TNTL) and ThaiNamthip Corporation Limited (TNT): represented TNTL, Coca-Cola’s bottler in Thailand, on various transaction agreements including a share sale agreement and a share subscription agreement as well as two shareholders agreements in respect of a two-phased sale of a majority stake in TNT to Swire Beverages (South East Asia) Pte. Ltd. (Swire Beverages), a wholly owned company of Swire Coca-Cola Limited, and share acquisition agreements in respect of TNT’s minority investment in Coca-Cola’s bottlers in Vietnam and Cambodia.
Material handling business: advised on a corporate restructuring. This included advising on the disposal of its shares in another company to its existing shareholder before the completion of its restructuring.

Manufacturing

Suntory Wellness Limited.: represented Suntory Wellness Limited, the health and wellness business unit of Suntory Group (a Japanese based multinational conglomerate) on the acquisition of all outstanding shares of NBD Healthcare Co., Limited (NBD) which is located in Bangkok.
Ingersoll Rand Inc.: acted as Thai legal counsel for Ingersoll - Rand Italia S.r.l. in connection with the acquisition of shares in BTL S.r.l. and Friulair S.r.l., and indirect acquisition of its Thai subsidiary, Friulair (Thailand) Co., Ltd. 99.99% of the share capital of which is owned by Friulair S.r.l.
A leading global manufacturer of commercial vehicles, including trucks and buses: assisted a client considering the business integration of its unlisted Japanese subsidiary with a listed Japanese subsidiary of another major corporation in conducting legal due diligence of entities with a significant presence in Thailand.
A wholly owned subsidiary of a leading conglomerate based in Thailand: advising on a potential share buyback involving 25% of the shares in another company which subsequently holds 100% of the shares in a subsidiary, which is incorporated and operates in the trading, distribution, and manufacture of consumer products in Vietnam.

Technology Sector

Zipevent Co., Ltd.: assisted Zipevent Co., Ltd. (“Zipevent”), a leading electronic ticket platform in Thailand. in the disposal of its shares to a prominent Japanese tech company.

Service Sector

Insurance company: advising a major Thai insurance company in establishing a new joint venture company with a Thai digital technology consulting company. This included drafting, reviewing, and finalising the Joint Venture Agreement (JVA), advising on legal and structural aspects of the transaction, assisting with the review of conditions precedent and completion obligations under the JVA, and ensuring regulatory compliance for the transaction's closure.
Global investment banking, merchant banking, and corporate advisory firm: advising an investor in relation to the acquisition of approximately 85% to 95% of shares in a specialised vessel services business.
A major Japanese printing company: representing a major Japanese company acquiring shares in another company, which has two subsidiaries in Thailand. Due diligence was conducted on the two subsidiaries located in Thailand. Communication with both the client and the target companies was conducted in both Japanese and Thai languages.

Hospitality and F&B

Hospitality business: assisting all individuals and corporate shareholders (as sellers) of a hospitality business and an associated company, in relation to the potential sale and disposition of 100% shares in these companies, which own and operate a five-star luxurious hotel and an office space lease business.
F&B retailer: advising a company that operates within the food service industry in relation to the acquisition of 42.5% of the shares in a company that specialises in the importation and distribution of premium food products within Thailand.

Joint ventures

A wholly owned subsidiary of Metropolitan Electricity Authority: assisting a wholly owned subsidiary of Metropolitan Electricity Authority to set up a joint venture arrangement with two other companies. The joint venture company will operate the business of development, investment, construction and operation of energy sources and electricity infrastructure, as well as the provision of energy services.

Real Estate

Real estate development business: assisting a company operating a real estate development business in relation to the transfer of its entire business to another company. The Client is a wholly owned subsidiary of a well-known real estate developer in Thailand.

Private Equity

A private equity firm based in Tokyo, Japan: advising a private equity firm in connection with the acquisition of shares in a Japanese manufacturer, and the indirect acquisition of its subsidiary in Thailand through this transaction.
Advantage Partners: advising Advantage Partners, a private equity firm⁠, in connection with the acquisition finance of a majority stake in ice-cream and bakery manufacturing companies⁠.
A private equity investor: a private equity investor which is a shareholder of KAMU KAMU Company Limited (⁠KAMU⁠) on the sale of 25⁠% of its shareholding to PTT Oil and Retail Business Public Company Limited⁠.
Weil⁠, Gotshal & Manges Weil: acting for Gotshal & Manges in advising Clayton⁠, Dubilier & Rice⁠, a leading global investment firm⁠, on the Thai aspects of the proposed acquisition of OCS Group International Limited and its subsidiaries⁠, particularly its significant facility management operations in Thailand through PCS Security and Facility Services Ltd⁠.

Equity capital markets

Japanese trading firm: advising a prominent Japanese trading firm on a range of issues including post-delisting, in relation to its co-tender offer with a provider of scientific & medical instruments, for securities in a major Thai public company, the delisting of securities of the Thai public company from the Thai stock exchange, and subsequent acquisition from an investor post-delisting.
A private investment company: advised a private investment company in connection with the subscription of redeemable convertible preference shares in a Singapore-based company that operates in the manufacturing sector. This involved conducting a legal due diligence exercise on a subsidiary of the company and reviewing the share subscription agreement from a local law perspective, as part of the transaction.