Weerawong C&P - Thailand's Leading Law Firm

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Mergers & Acquisitions

Weerawong C&P represents purchasers, sellers, advisors, lenders and financial intermediaries in domestic and cross-border mergers, acquisitions, leveraged buyouts, joint ventures and divestments. We advise on corporate transactions involving listed companies and private equity investments in a wide range of industries.

The Firm also advises on the related acquisition financing, tax, competition, intellectual property, real estate, labour and environmental issues. For our private equity clients, we add value through our extensive experience in structuring bids, negotiating and drafting acquisition and financing documentation and structuring exit strategies for investors.

The following selected transactions demonstrate our experience:

Representation of Card X Co., Ltd., a leading provider of credit cards and personal loans in Thailand and a subsidiary within the SCB X Group, on its joint venture arrangement with Streetcorner Ecommerce Limited, a Hong Kong-based company within Akulaku Group which operates a leading banking and digital finance platform in Southeast Asia, to establish a joint venture company to operate personal loan and nano-finance businesses in Thailand. The joint venture company was incorporated on 9 January 2023, and will launch its personal loan and nano-finance businesses in Thailand after receiving relevant licenses.

Representation of SCB X Public Company Limited (“SCBX”), a parent company of the SCB X Group, on its investment in Akulaku, a leading banking and digital finance platform in Southeast Asia, by way of subscription of the USD 42,600,000 loan note issued by Streetcorner Ecommerce Limited, a Hong Kong-based company within Akulaku Group. The transaction involved several jurisdictions, including Hong Kong, Indonesia, Cayman Islands, British Virgin Islands, Philippines and Thailand. This transaction is part of SCBX’s plan to grow its presence in Southeast Asia. Representation of Global Power Synergy Public Company Limited, a Thailand-based power company, in the establishment of its joint venture with Copenhagen Infrastructure Partners, an investment firm specializing in infrastructure investments, particularly wind power. The deal valued at approximately THB 140 million is a starting point for the parties’ joint investment and development of wind projects beginning in November 2022.
Representation of Blackstone (BX), the world’s largest alternative asset manager, in relation to the proposed acquisition of a majority stake in Emerson Electric Co. (EMR)’s Climate Technologies business having a value of USD 14 billion. Under the transaction, BX will acquire a 55% common equity interest in the standalone Climate Technologies business and EMR will retain a 45% common equity stake. The transaction involves assets in several jurisdictions, including Thailand. The deal was signed on 31 October 2022 and is expected to close in the first half of 2023, subject to regulatory approvals and customary closing conditions.
Representation of Frasers Property (Thailand) Public Company Limited (FPT) on the acquisition of the entire share capital of TCCCL Sena Co., Ltd. (TCCCL Sena), the developer of The Royal Residence, a luxury residential project in Bangkok, through Sathorn Property Management Co., Ltd., in which FPT holds a 100% equity stake and indirectly becomes the major shareholder of TCCCL Sena. The transaction was valued at THB 591 million and closed on 2 December 2021.
Representation of Chubb Limited, the world's largest publicly traded property and casualty insurance company, in its USD 5.6 billion (approximately THB 200 billion) acquisition of the life and non-life insurance companies that house the personal accident, supplemental health and life insurance business of Cigna in six Asia-Pacific markets including Thailand. This strategic acquisition advances Chubb by expanding its presence in the Asia-Pacific region, a long-term growth area for the company. The deal was signed in 2021 and closed in June 2022.
Representation of Apax Partners LLP, a leading global private equity advisory firm, in the acquisition of the software products business 3i Infotech Limited, a listed Indian IT services company, across several countries including USA, UK, UAE, Saudi Arabia, Kenya, Singapore, Malaysia, and Thailand. The deal value is INR 1000 crores (approximately USD 136 million or THB 4.9 billion). The deal was signed in 2020 and closed in June 2022.
Representation of Siam Commercial Bank Public Company Limited, one of the largest banks in Thailand, and SCB X Public Company Limited in a landmark reorganization which included the restructuring of the financial business group, tender offer of all SCB shares, delisting of SCB shares, and listing of SCB X shares on the Stock Exchange of Thailand (SET). The reorganization was conducted under the regulations of the Bank of Thailand, the Securities and Exchange Commission and the Stock Exchange of Thailand. The tender offer for SCB shares by SCBX concluded with overwhelming acceptance of over 99 per cent of SCB's total shares with an offering size of THB 33.6 billion. SCB X also listed the new SCB X shares on the SET and simultaneously delisted Siam Commercial Bank's shares from the market. The shareholding restructuring will significantly enhance the potential and flexibility for business growth within the SCB X Group in a variety of ways, with SCB X serving as the "Mothership" of the group. The first trading day of SCB X was on 27 April 2022.
Representation of The Erawan Group Public Company Limited (ERW) in its disposal of three Ibis hotels at primary tourist attractions in Thailand (i.e., Ibis Phuket Kata, Ibis Hua Hin and Ibis Styles Krabi Ao Nang) to One Origin Hospitality Company Limited, a subsidiary of Origin Property Public Company Limited (ORI). The deal facilitates the expansion and development of future ERW projects and is a significant step for ORI in the hotel industry. The deal was valued at more than THB 1 billion and was completed on 29 April 2022.
Representation of Clover Recycle Limited, a subsidiary of Clover Power Public Company Limited, in relation to the acquisition of 60% shares in DKC Energy Joint Stock Company, a Vietnamese company which operates a wood pellet manufacturing plant with the production capacity of 89,000 tons per annum, from Thien Mihn Duc Group Joint Stock Company. The deal was signed in April 2022 and completed in July 2022.
Representation of Global Power Synergy Public Company Limited (GPSC), the power flagship company of the PTT Group, in the restructuring of GPSC’s battery business by transferring the battery business (both shares and assets) to Nuovo Plus Co., Ltd., a joint venture company with Arun Plus Co., Ltd. (a wholly owned subsidiary of PTT Public Company Limited (PTT)) with a view to a greater expansion of the battery business both in Thailand and outside Thailand. The transaction value was THB 2,428 million. The deal was signed in February 2022 and closed in April 2022.
Represented Henkel (Thailand) Ltd. (a subsidiary of Henkel AG & Co. KGaA which is a leading German chemical and consumer goods company) in relation to the acquisition of 100% shares in Shiseido Professional (Thailand) Company Limited from Shiseido Company Limited and the subsequent subscription of newly issued shares in Shiseido Professional (Thailand) Company Limited. The deal was signed in February 2022 and completed in July 2022. The transaction is part of Henkel’s plan to expand its hair professional business in the Asia-Pacific region, including Japan.
Representation of Impact Electrons Siam Co., Ltd., a renewable energy development company in Thailand, in its joint investment with Mitsubishi Corporation (via its Hong Kong-based wholly owned-subsidiary Diamond Generating Asia) in the Monsoon Wind Power Project, a 600MW onshore wind farm in southern Laos. By installing a dedicated power transmission line to Vietnam, power from the wind farm is planned to be sold to Vietnam Electricity, a state-owned electric power enterprise in Vietnam, for 25 years. The project will be the first wind farm in Laos and, once operational in 2025, will be the largest wind farm in Southeast Asia. (2021)
Representation of Altervim Company Limited, a company within Charoen Pokphand Group, in relation to the structuring and establishment of its renewable energy business, including corporate and regulatory matters in 2021.

Representing one of the bidders in the proposed acquisition of Citigroup Inc.’s consumer business in Thailand in 2021.
Representation of Mineed Technology Company Limited, a Thai company primarily engaging in researching and manufacturing medical devices, pharmaceuticals, and cosmetics, in relation to its THB 25 million equity fundraising by issuing new shares to minority investors, including BCV Innovation Company Limited (a subsidiary of Bangchak Corporation Public Company Limited), Boon Ventures Company Limited and BSY Group Public Company Limited. The deal closed in November 2021.
Representation of SCB Securities Co., Ltd., a subsidiary of The Siam Commercial Bank Public Company Limited, the proposed acquisition of 51% interest in Bitkub Online Co., Ltd. (Bitkub), a leading digital asset exchange in Thailand, from Bitkub Capital Group Holdings Co., Ltd. The transaction value is worth approximately THB 17.85 billion. The total market capitalization of Bitkub is THB 35 billion, marking another Thai "unicorn". The investment in Bitkub is based on the recognition of significant growth opportunities in the digital asset business and will enable SCBS, as a major shareholder, to further develop the digital asset ecosystem in Thailand. The deal was signed on 2 November 2021. Deal of the Year, In-House Community, 2021
Representation of Royal Bangkok Healthcare Company Limited (a subsidiary of Bangkok Dusit Medical Services Public Company Limited) and TOP Ventures Company Limited (a subsidiary of Thai Oil Public Company Limited) in the total THB 35 million acquisition of shares in Mineed Technology Company Limited, a Thai company primarily engaging in researching and manufacturing medical devices, pharmaceuticals, and cosmetics. The deal closed in October 2021.
Representation of WeMedia Shopping Network Technology Co., Limited (WeMedia) on its minority investment (21.85%) of USD 25 million in Rewind Pte. Ltd. (Rewind), with an option granted to WeMedia to acquire the remaining share capital of Rewind at a later date for approximately USD 125 million, to achieve a 100% interest in Rewind. The Rewind group is a one-stop omni channel solution provider headquartered in Singapore, with its main operations in Thailand. W&I insurance was undertaken by WeMedia in connection with the acquisition and option.
Representation of Cardinal Health, a leading pharmaceuticals distributor, in its disposal of the Cordis business, which develops and manufactures cardiology and endovascular technology, in Thailand to private equity firm Hellman & Friedman (H&F) through an asset sale. The transaction was part of Cardinal Health’s global disposal of the Cordis business which was valued at approximately USD 1 billion. The deal was signed in March 2021 and closed in August 2021.

Representation of Mrs. Wattana Somwattana and Mr. Sornsak Somwattana in their partial disposal of investments in Nirvana Daii Public Company Limited, a company listed on the Stock Exchange of Thailand, to Mr. Chatchai Piyasombatkul. The transaction triggered an obligation to make a mandatory tender offer for all the remaining shares in the target company for the buyer. The deal valued at THB 605 million (approximately USD 18.9 million) closed in June 2021.
Representation of Altervim Company Limited, a company within Charoen Pokphand Group, in relation to the power purchase agreement for the development and operation of solar rooftop projects with Ek-Chai Distribution System Co., Ltd., a leading operator of hypermarkets, supercenters and discount stores in Thailand. The deal was signed in May 2021.

Representation of GRP1, a subsidiary of Global Power Synergy Public Company Limited, in its acquisition of 90% of the total shares in Sheng Yang Energy Co., Ltd. (“Sheng Yang”) from Tatung Forever Energy Co., Ltd., a subsidiary of Tatung Co., Ltd., including the legal due diligence, preparation of the Share Sale and Purchase Agreement, Technical and Commercial Management Agreement, Shareholder’s Loan Agreement and Escrow Agreement. Sheng Yang operates a solar power generation business in Taiwan with a total installed generation capacity of 55.8 MW. The deal was valued at NTD 2,650 million. (July 2020 –- March 2021)
Representation of Midea Group, a Global 500 Fortune company and one of the world's leading producers of home appliances, in its acquisition of all shares of Hitachi Compressor (Thailand) Ltd. (HCTL), a wholly owned subsidiary of Hitachi Global Life Solutions, Inc. (HGLS) in Thailand and certain intellectual property from HGLS. The firm also assisted Midea Group to secure the long-term supply contract with HGLS. (2020-2021)

Representation of BAFS Clean Energy Corporation Company Limited (BC), a subsidiary of Bangkok Aviation Fuel Services Public Company Limited (BAFS) in the acquisition of ATC Enviro Co., Ltd. (ATCE), PDI Mae Ramat Co., Ltd. (PDIMR) and P.P. Solar (Nong-No) Co., Ltd. (PPS) from PDI Energy Company Limited, a subsidiary of Padaeng Industry Public Company Limited. This transaction was the first steppingstone for BC to diversify its portfolio into renewable energy business by acquiring 7 solar farms located in Tak, Khon Kaen and Samut Sakhon provinces with the combined capacity of 36.4 megawatts, operated by ATCE, PDIMR and PPS. The transaction valued at THB 1,704 million and was closed on 1 March 2021.
Representation of Modulus Venture Company Limited, a subsidiary of PTT Oil and Retail Business Public Company Limited (PTTOR), in the acquisition of shares in Pluk Phak Praw Rak Mae Co., Ltd., a Thai company. The deal valued at approximately THB 495 million closed in March 2021.
Representation of Ananda Development Public Company Limited in the sale of its shares in Bira Circuit One Co., Ltd. and Bira Kart Co., Ltd., the owner of Bira Circuit (the famous racing track in Pattaya) to Extreme Sports Marketing Ventures Pte. Ltd. in February 2020.
Representation of Sino - Pacific Trading (Thailand) Co., Ltd. in the acquisition of Vibe Hotel Sydney, Darling Harbour, Australia in March 2020.
Representation of Southeast Group Company Limited in the restructuring of its insurance business which involved an entire business transfer valued at THB 24,999 million (approximately USD 781 million) in May 2020.
Representation of Muang Thai Life Assurance Co., Ltd. in an agreement with Land and Houses Bank Public Company Limited in relation to the sale of life insurance policies. The deal enabled Muang Thai Life Assurance to form a business collaboration with LH Bank and to diversify its insurance sales channel on 11 May 2020.
Representation of U City Public Company Limited, a leading real estate developer in Thailand, in the establishment of its alliance with Noble Development Public Company Limited, a leading real estate developer in Thailand, in relation to the joint development of residential property projects in November 2019.
Representation of NauticAWT Limited (Singapore) in the acquisition of 35% of the total issued and paid-up capital of Rich Restaurant Company Limited (RRCL). RRCL is a limited company incorporated in Thailand and principally engaged in the manufacturing and distribution of food products in restaurants and franchises, including “Chokdee Dimsum”, with branches across Thailand in addition to providing catering services through its central kitchen. The deal was announced on SGX on 10 January 2020.
Representation of Frasers Property (Thailand) Public Company Limited (FPT), a leading provider of integrated real estate platforms, in its acquisition of 94.5 per cent of securities in Golden Land Property Development Company Limited (GOLD), a leader in residential and commercial real estate development. The deal involved the tender offer for all remaining shares of GOLD for the purpose of delisting the shares from the Stock Exchange of Thailand. The deal valued at THB 19,751,620,000 (USD 630 million) closed on 14 August 2019.
Advised P.C.S. Machine Group Holding Public Company Limited, a leading manufacturer of forged steel and aluminum parts, molds and other metal components for automotive and electronic products, in the entire business transfer of its subsidiaries in Thailand, namely, P.C.S. Precision Works Co., Ltd., P.C.S. Die Casting Co., Ltd. and P.C.S. Forging Co., Ltd. The deal closed on 12 July 2019.
Representation of PTT Oil and Retail Business Public Company Limited (PTTOR), an affiliate of PTT Public Company Limited, a state-owned, SET-listed oil and gas company and one of the largest corporations in Thailand, in the acquisition and joint operation of petroleum terminals and service stations with the Kanbawza Group, a major Myanmar-based conglomerate, in Myanmar. The total project cost of the terminal was USD 186 million or the amount equivalent to MMK 279 billion in May 2019.
Representation of Global Power Synergy Public Company Limited in relation to the acquisition of shares in N.P.S. Star Group Company Limited, World Exchange Asia Company Limited and P.P. Solar Company Limited which own nine solar power plants with the total capacity of 39.5 MW, total investment of over THB 3,000 million in March 2020.
Representation of the founders of Harnn Global Co., Ltd. (the owner of the popular Thai health and beauty brand “HARNN”) in the sale of their shares in the company to Tanajira Retail Corporation Co., Ltd. in June 2019.
Representation of Global Power Synergy Public Company Limited, the power flagship of the PTT Group, in its USD 757 million investment in and development of a 250 MW Energy Recovery Unit for the production and sale of power and 175 ton-per-hour steam from petroleum pitch under the Clean Fuel Project of Thai Oil Public Company Limited. The deal was signed on 10 May 2019.
Representation of Global Power Synergy Public Company Limited (GPSC), the power flagship company of PTT Group, in the acquisition of a majority stake in Glow Energy Public Company Limited from Engie Global Developments B.V. and the subsequent tender offer. The transaction is valued up to THB 139 billion (USD 4.1 billion). Weerawong C&P advised on M&A, corporate governance, merger control and obtaining approval from the Energy Regulatory Commission in this landmark transaction. This was the largest acquisition in Thailand’s energy sector till date. The deal closed in March 2019.
Representation of TTCL Public Company Limited (TTCL), an international engineering company, in its partial disposal of investment in TTCL Gas Power Pte. Ltd., an indirect subsidiary of TTCL and the owner of a natural gas power plant at Yangon, Myanmar. The total value of the transaction was USD 85 million. The deal closed in June 2019.
Representation of F&N Retail Connection Co. Ltd. (a joint venture between ThaiBev and Fraser and Neave) in connection with its joint venture with Maxim’s group of Hong Kong, whereby the joint venture company, Coffee Concepts Thailand acquired all existing Starbucks outlets in Thailand and became the country’s sole franchisee for 40 years. The USD 650 million (approximately, THB 20 billion) acquisition closed in May 2019.
Representation of Dusit Thani Public Company Limited in relation to the long-term lease for sections of a building from I’m China Town Co., Ltd. to develop a hotel in connection with ASAI Chinatown Project, valued at approximately THB 950 million, including the legal due diligence, preparation of the Lease Agreement, FF&E Sale and Purchase Agreement, Service Agreement and general legal advice, closing on 30 April 2019.
Representation of Plan B Media Public Company Limited (PLANB), Thailand’s leading out-of-home advertising media provider, and its major shareholders, in the THB 4.6 billion (USD 144 million) allocation and sale of 18.6% of its shares to VGI Global Media Plc (VGI), a top provider of online-to-offline solutions across advertising, payment and logistics platforms. The deal closed on 27 March 2019. This merger placed both companies at the top of the Thai market with media inventories nationwide and enabled leveraging of core capabilities, new product development, product bundling and services.
Representation of Xenon Private Equity in its acquisition of Italian seafood importer, Panapesca Group, including its subsidiary in Thailand. The deal closed in January 2019.
Representation of Dusit Foods Co., Ltd., a subsidiary of Dusit Thani Public Company Limited, one of Thailand's leading hotel and property development companies, in its acquisition of a 51% equity stake in Epicure Catering Co., Ltd, a leading provider in quality catering services to international schools in Southeast Asia. The deal, part of Dusit Thani’s strategy to diversify its lines of business to enhance revenue creation, closed on 30 January 2019.
Representation of Tata Steel Global Holdings Pte. Ltd. as the seller in the HBIS Group USD 327 million acquisition of NatSteel Holdings and Tata Steel (Thailand) through majority stake in a newly created entity in Thailand in 2019.
Representation of Sino-Pacific Trading (Thailand) Company Limited in the THB 1.4 billion (USD 43 million) acquisition of all shares in Serenity Asset Co., Ltd., the owner and operator of InterContinental Samui Baan Taling Ngam Resort located at Koh Samui, Surattani Province, Thailand. The deal closed on 17 December 2018.
Representation of Dusit Overseas Company Limited (Hong Kong), a subsidiary of Dusit Thani Public Company Limited, in the acquisition of all shares in Elite Havens Group led by LVM Holdings Pte. Ltd. (“LVM Holdings”), a company incorporated in Singapore. LVM Holdings holds shares in nine companies, in the business of marketing, booking and full-service management of luxury residences and villas in Asia Pacific. The deal valued at USD 15 million (THB 495 million) closed on 18 September 2018.
Representation of TICON Industrial Connection Public Company Limited (TICON) and JustCo (Thailand) Co., Ltd., a joint venture company of TICON, in its investment with JustCo (Bangkok) Co., Ltd. for the acquisition of all shares in co-office space and co-working space companies JustCo (Wireless Road) Co., Ltd. and JustCo (Sathorn Road) Co., Ltd. The deal valued at THB 82.5 million (approximately USD 2.5 million) closed on 20 August 2018.
Representation of International Beverage Holdings (China) Limited, a subsidiary of Thai Beverage Public Company Limited, in relation to the joint venture with Asiaeuro Wines & Spirits (Shenzhen) Co., Ltd. for the establishment of a joint venture company in Guangdong, China and a joint venture with Asia Group Corporate Limited in relation to the establishment of a company in Hong Kong in 2018.
Representation of BEST Logistics Technologies Limited, a Hong Kong company in relation to the joint venture with AJ Advance Technology Public Company Limited and Da Yun Yuan Company Limited for the establishment of a land logistics company in Thailand in 2018.
Representation of CPB Equity Company Limited in relation to the sale of 30 million shares in Supernap (Thailand) Co., Ltd. to WHA Corporation Public Company Limited. The deal valued at THB 211,500,000 closed in June 2018.
Representation of Thai Union Group Public Company Limited, a major international producer of seafood-based food products, in the acquisition of 25.1% shares in Thammachart Seafood Retail Co., Ltd., a wholesaler and retailer of seafood products and operator of seafood restaurants in Thailand. The deal valued at THB 34,000,000 (USD 1 million) closed on 29 June 2018.
Representation of Thaioil Marine Co., Ltd. (TM), a subsidiary of Thai Oil Public Company Limited, in its acquisition of 45% shares in TOP Maritime Services Co., Ltd. (TMS) from existing shareholders, increasing the TM shareholding of TMS to 100%. The transaction was valued at THB 81 million (USD 2.4 million) and closed on 21 June 2018.
Representation of Planet Energy Holdings Pte. Ltd. in the sale of its investment in the 220 MW power plant project in Minbu, Myanmar to Scan Inter Public Company Limited. Planet Energy Holdings entered into an agreement for the sale and purchase of 30% of issued share capital of Green Earth Power (Thailand) Co., Ltd. with Scan Inter in May 2018.
Representation of Thai Beverage Public Company Limited (Thai Bev) (SGX-ST) in the USD 4.83 billion acquisition of 53.59% of Saigon Beer Alcohol and Beverage Joint Stock Corporation (SABECO) by Vietnam Beverage Company Limited, an associated company of Thai Bev, from the Vietnam Ministry of Industry and Trade. Sabeco is a public corporation in the Socialist Republic of Vietnam. Shares are listed on the Ho Chi Minh City Stock Exchange. This is the highest value privatization in Vietnam and the highest value acquisition in Vietnam to date. The deal will enable the Thai Bev Group to expand in the region, increase product offerings, and provide access to an extensive distribution network. Deal of the Year, ASIAN-MENA COUNSEL, In-House Community, 2017
Representation of PTT Global Chemical Public Company Limited (PTTGC), PTT Group’s petrochemical flagship company, in a joint venture (JV) with two Japanese companies. The JV with Kuraray Co., Ltd. (Tokyo) and Sumitomo Corporation (Tokyo) was established for the manufacture and sale of butadiene derivatives. The deal closed in March 2018.
Representation of Key Safety Systems Inc. in its acquisition of the Takata Corporation assets and operations in Thailand. Key Safety Systems acquired Takata’s global assets through coordinated restructuring proceedings and equity acquisitions. The deal closed in April 2018.
Representation of Thai Beverage Logistics Co., Ltd. in the acquisition of Havi Logistics (Thailand) Ltd. Havi Logistics operates food services businesses with expertise in cold chain logistics and multi-temperature food distribution technology. The deal valued at THB 240 million closed in February 2018. (Project Deli)
Representation of Dusit Thani Public Company Limited in the acquisition of a stake in NR Instant Produce Co., Ltd. (NRIP). Dusit Thani is one of Thailand’s foremost hotel and property development companies. NRIP is a leading company engaging in the production and export of ready-made food to Europe, American and Australia. Dusit Thani acquired 2,452,000 ordinary shares and 200,000 newly issued shares of NRIP, representing 25.9 percent of total shares of NRIP. The deal valued at THB 663 million (USD 21 million) closed in February 2018.
Representation of PTT Exploration and Production Public Company Limited (PTTEP) in the assignment and transfer of a 22.22% stake in Bongkot Project blocks 15, 16, 17 and G12/48 from Shell Integrated Gas Thailand Pte. Limited and Thai Energy Company Limited. The transaction valued at USD 750 million closed in January 2018.
Representation of Panus Poultry Co., Ltd., one of the largest poultry companies in Thailand, in the sale of 30% of its shares and entry into a joint venture with Nippon Ham Group, a major Japanese food producer listed on the Tokyo and Osaka Exchanges. The deal valued at THB 2.7 billion (approximately USD 85.5 million) closed on 10 January 2018.
Representation of Rexel Group, a leader in the distribution of electrical equipment and services for the construction, renovation and maintenance of buildings and infrastructures, in the sale of its operations in Southeast Asia to American Industrial Acquisition Corporation Group (AIAC), a private equity firm. The deal valued at Euro 136 million closed in December 2017. The transaction included assets in Thailand, Indonesia, Singapore, Vietnam, the Philippines, Macau and Malaysia.
Representation of TCC Assets Co., Ltd. in relation to the joint investment through Siridamrongdham Co., Ltd. and Bhakdivattana Co., Ltd. with GMM Grammy Public Company Limited in digital television, radio and online broadcasting and content provider businesses, namely, GMM25 digital TV channel, EFM 104.5Mhz, Green Wave 106.5Mhz, Chill Online and GMM TV by the subscription of 50% newly issued shares in GMM Channel Trading Co., Ltd. The deal valued at THB 1 billion (USD 32 million) closed in December 2017.
Representation of Symphony Communications Public Company Limited in the sale of 46.84% of its shares to TIME dotCom International Sdn Bhd (TdCl), a wholly owned subsidiary of Time dotCom Berhad (TIME). Due to the foreign shareholding limit under telecom law, the transaction was structured as a partial voluntary tender offer and a subsequent rights issue to arrive at the desired outcome. The deal involved creative problem solving and the partial tender offer is among very few in the Thai market. WCP represented the major shareholders/sellers and the target company and worked alongside Phatra Securities, financial advisor to the transaction. The deal closed on 28 December 2017.
Representation of Thai Alliance Co., Ltd., a subsidiary of SiS International Holdings Limited (SiS) (HKEX) in the pre-conditional voluntary tender offer to acquire a 47.3% interest in SiS Distribution (Thailand) Public Company Limited representing a maximum of 184.1 million shares at THB 7 per share provided that, upon the completion, SiS and its group must hold shares of the Company of more than 51% of the total voting rights. Upon completion of the voluntary tender offer, SiS Distribution (Thailand) Public Company Limited, one of the leading distributors of IT products in Thailand, became a unit of SiS. The transaction was valued at THB 1,417 million (approximately USD 43 million) and closed on 20 December 2017.
Representation of a private investment company in relation to an investment in a leading carbon fiber parts manufacturing company. The deal valued at approximately USD 20 million closed in December 2017.
Representation of Thai Beverage Public Company Limited (Thai Bev), one of Asia's largest beverage producers, on the USD 726.6 million acquisition by Internal Beverage Holdings (Singapore) Pte. Limited, its subsidiary, of 75% of the ownership interests in Myanmar Distillery Co., Ltd. (MDC) and Myanmar Supply Chain and Marketing Services Co., Ltd. (MSC), together with International Beverages Trading Company Limited (collectively, the MDC Group). MDC Group is Myanmar’s leading manufacturer, marketer and distributor of distilled beverages, including Grand Royal, the country’s leading whisky, and other brands. The acquisition provides Thai Bev with access to an expanding market and distribution network. The deal closed on 12 October 2017. Deal of the Year 2017, ASIAN-MENA COUNSEL, In-House Community; Best Myanmar Deal 2017, FinanceAsia Achievement Awards
Representation of Advanced Info Service Public Company Limited, the largest mobile telecommunications operator in Thailand, in the acquisition of a majority stake in CS Loxinfo Public Company Limited, one of Thailand’s leading internet and media business companies, from Singapore Telecommunications Limited and Thaicom Public Company Limited in a voluntary tender offer by its subsidiary, Advanced Wireless Network Co., Ltd (AWN) and the subsequent delisting tender offer by AWN. The deal valued at THB 2.6 billion (USD 78.57 million) closed in October 2017.
Representation of Origin Property Public Company Limited (ORI) in the THB 4 billion acquisition of all shares in Proud Residence Co., Ltd., the developer of The Park 24, a luxury condominium project in the central business district of Bangkok. At the same time, ORI offered newly-issues shares valued at THB 1 billion under private placement to the existing shareholders of Proud Residence. By entry into this transaction, ORI will be able to improve its business capabilities and competitiveness through expansion into the high-end condominium industry, thereby enhancing brand recognition and perception in the higher demographic of customers. The deal closed on 2 October 2017.
Representation of Sino-Pacific Trading (Thailand) Co., Ltd., the largest importer of grocery and confectionary products in Thailand in the THB 576 million (approximately USD 17 million) acquisition of the entire share capital of Steenland Chocolate B.V., a chocolate manufacturing company in the Netherlands, from the Halloren Group. The transaction closed on 18 August 2017.
Representation of Oaktree Capital on the business combination of its portfolio company Fitness First Asia and Celebrity Fitness, a portfolio company of Navis Capital Partners, to create one of the largest fitness club networks in Asia. The combined entity, Evolution Wellness Holdings, includes 152 wholly owned fitness clubs across Asia, almost 7,000 employees and approximately 400,000 members. The deal, valued at approximately USD 500 million, closed in July 2017. Deal of the Year, Asian Legal Business SE Asia Law Awards, 2018
Representation of Planet Energy Holdings Pte. Ltd. and Noble Planet Pte. Ltd. in connection with the sale of stakes in Green Earth Power (Thailand) Company Limited in relation to its 220 MWDC solar project in Sagu Township, Minbu District, Myanmar to ECF Power Company Limited and QTC Global Power Co., Ltd. The deal closed in July 2017.
Representation of PTT Public Company Limited, Thailand’s largest energy firm, in PTT Group’s business restructuring involving the transfer of certain petrochemical businesses, propane business chain and bioplastic business chain, including the related service businesses, to PTT Global Chemical Public Company Limited. The share and asset transfers valued at THB 26.3 billion (approximately USD 771 million) closed on 3 July 2017.
Representation of Prananporn Co., Ltd. in the acquisition of newly issued shares in The One Enterprise Co., Ltd. (“The One Enterprise”), resulting in Prananporn Co., Ltd. holding 50% of the total shares in The One Enterprise. The One Enterprise is the parent company of (i) GMM One TV Co., Ltd. (a digital TV company), (ii) Act Studio Co., Ltd. and (ii) Exact Scenario Co., Ltd. The deal closed in May 2017 and was valued at THB 1,905 million.
Representation of PTT Public Company Limited, Thailand's largest energy firm, in an oil retail spin off and THB 121 billion (USD 4 billion) restructuring. PTT Pcl restructured its oil marketing and retail business, renamed PTT Oil and Retail Business Co Ltd (PTTOR), including more than 1,400 service stations, representing 40 percent of Thailand's petrol station market. The deal involved the transfer of assets, undertakings, licenses, IP and contracts in more than 20 jurisdictions. (2016-2018)
Representation of Dusit Thani Public Company Limited, one of Thailand’s foremost hotel and property development companies, in a joint venture with Central Pattana Public Company Limited for the development of a large-scale, mixed-use real estate project with an estimated value of THB 36.7 billion (approximately USD 1.05 billion) in the central business district of Bangkok. Weerawong C&P also assisted in the negotiation to extend the lease agreement with the Crown Property Bureau for 30+30 years for an additional plot of 24 rai at the intersection of Silom Road and Rama 4. The deal closed on 28 June 2017.
Representation of The Siam Commercial Bank Public Company Limited in relation to the disposition of 30 million shares in Supernap (Thailand) Co., Ltd. by its subsidiaries, SCB Life Assurance Public Company Limited and SCB Securities Co., Ltd. to True Corporation Public Company Limited. The deal valued at THB 211,500,000 closed in June 2017.
Representation of Berli Jucker Public Company Limited in its acquisition of a tissue business in Vietnam from Diana Unicharm Joint Stock Company in 2017.
Representation of Solvay Group and Solvay Vinyls Holding AG, the major shareholder in the THB 10,448 million (approximately USD 296 million) sale of shares in Vinythai Public Company Limited, a competitive chlor-alkali player in Southeast Asia and Thailand’s second largest manufacturer of PVC resins, to Asahi Glass Co., Ltd. The deal closed on 23 February 2017.
Representation of Thai Union Group Public Company Limited in its acquisition of 18% interest in Tri-Union Frozen Products, Inc. (TUFP), a US incorporated entity, from Diversified Food Products LLC (DFP), a California corporation owned by the senior executives of TUFP.
Representation of North Haven Private Equity Asia Angel Company Limited, a private equity fund managed by Morgan Stanley in its acquisition of 25.63% of all shares in DSG International (Thailand) Public Company Limited (DSGT) by way of a voluntary tender offer. DSGT manufactures disposable personal care products throughout Southeast Asia and has subsidiaries in Singapore, Malaysia and Indonesia. The deal was valued at THB 1.614 billion or USD 46 million, representing 25.63% of total shares in DSGT, and closed on 10 October 2016.
Representation of XIO Fund I LP, a global investment fund, in the acquisition of S&P Global Inc., including McGraw-Hill Financial International LLC (Thailand), for USD 1.1 billion. Weerawong C&P advised on foreign shareholding and privileges under the Thai-U.S. Treaty of Amity, setting up a company and seeking treaty protection for the Thai subsidiary. The deal closed in September 2016.
Representation of Berli Jucker Public Company Limited (BJC) in its THB 204.3 billion (approximately USD 5.83 billion) acquisition of a controlling stake (58.56%) of Big C Supercenter Public Company Limited from Geant International BV in March 2016, a subsidiary of Groupe Casino, and an additional stake (39.38%) in a tender offer in May 2016. Deal of the Year, ASIAN-MENA COUNSEL, In-House Community, 2016
Representation of Tipco Asphalt Public Company Limited (TASCO), the country’s leading asphalt maker in the THB 1.9 billion (approximately USD 54 million) acquisition of shares in five subsidiaries (in Singapore, Vietnam, Indonesia and Thailand) of France’s Colas Group, the world’s largest road construction company and a major supplier of blended bituminous products for road surfacing. The acquisition will enable TASCO to boost sales in Indonesia and Vietnam by approximately 200,000 tonnes in 2016.
Representation of Taobao China Holding Limited, a member of the Alibaba Group operating an online shopping website, in the acquisition of a controlling stake in the Lazada Group, a leading e-commerce platform in Southeast Asia. The transaction consists of an investment of approximately USD 500 million in the newly issued equity capital of the Lazada Group and the acquisition of shares from certain shareholders of the Lazada Group, for a total investment by Alibaba of approximately USD 1 billion. Deal of the Year, ASIAN-MENA COUNSEL, In-House Community; Deal of the Year, The Asian Lawyer, 2016
Representation of GE Capital Group, including its subsidiaries in Hong Kong on the sale of its stake in Alpha Capital Asset Management Co., Ltd. to a new strategic investor. Weerawong C&P has advised the GE Capital Group on transactions in Thailand since its entrance into the financial sector as a management company. The transaction closed on 28 January 2016.
Representation of TCC Holding Co., Ltd. in respect of the EUR 655 million (USD 713 million) acquisition from METRO Cash & Carry International Holding BV of METRO Cash & Carry Vietnam Ltd., the biggest foreign-owned player in Vietnam’s modern grocery market and a leading player in Vietnam’s modern grocery market with 19 cash & carry stores across 14 cities. Deal of the Year 2015 - ASIAN-MENA COUNSEL, In-House Community and The Asian Lawyer
Representation of Meta Corporation (Previously known as Vintage Engineering Public Company Limited) in the investment in a 1 MW solar power plant located in Kagoshima-ken, Japan. VTE acquired the shares of Energy Gateway Number 1 Co., Ltd., a company incorporated under the laws of Japan on 22 December 2015.
Representation of Golden Land Property Development Company Limited (GOLD) in the sale of over 685 million newly issued ordinary shares of Golden Land to Frasers Property Holding (Thailand) Co., Ltd., a subsidiary of Frasers Centrepoint Limited, one of the world’s leading property development companies incorporated in Singapore. The deal was worth THB 4.97 billion (approximately USD 131.7 million). This was the first deal conducted under the new Securities and Exchange Commission rules governing the offering of shares to private placement.
Representation of Thai Wah Food Products Public Company Limited (TWF) and Thai Wah Starch Public Company Limited (TWS) on their amalgamation and the incorporation of a new listed company, Thai Wah Public Company Limited (TWPC). The firm assisted the companies in delisting their shares and relisting the shares of the new company under Thailand’s Securities and Exchange Commission regulations, with paid-up registered capital of THB 880 million. The amalgamation is part of a strategy for research, development and plant expansion in the ASEAN region. Asia Plus Public Company Limited acted as financial advisor. Trading of relisted shares on the Stock Exchange of Thailand commenced on 5 October 2015.
Representation of Master Ad Public Company Limited (MACO) in a joint venture with Malaysia-based EYEball Channel to manage outdoor media spaces at the Kuala Lumpur International Airport. The joint-venture company, MACO Outdoor, will have the rights to manage large advertising spaces under a concession of a local business partner. The joint venture is part of MACO's plan to expand throughout the ASEAN Economic Community.
Representation of WHA Corporation Public Company Limited (WHA) in the acquisition of 92.88% of total shares in Hemaraj Land & Development Public Company Limited (Hemaraj) for THB 40.5 billion (approximately USD 1.15 billion). WHA acquired 22.53% of Hemaraj from major shareholders and acquired the remaining shares through a tender offer. The acquisition was financed via a rights issue, as well as loans. Weerawong C&P also advised on the financing and rights issue (closed on 17 September 2015). The final step in the acquisition and merger was a tender offer for the remaining 7.12% shares. Hemaraj was effectively delisted from the Stock Exchange of Thailand (SET) on March 2, resulting in the creation of a fully consolidated entity.
Representation of Global Power Synergy Public Company Limited (GPSC) in the company’s first solar power plant project in Ichinoseki Japan. GPSC acquired from Conergy Asia, a 99% stake in Ichinoseki Solar Power 1 GK, the project company holding the right to develop an 18 MW solar power plant in Japan. The transaction was valued at USD 9 million and closed in March 2015.
Representation of Green Earth Power (Thailand) Co., Ltd. (GEP) in the acquisition by Vintage Engineering Public Company Limited (VTE) of 12% shares in GEP. The acquisition was transacted through the combination of: (i) the subscription of new ordinary shares in GEP, for which VTE paid subscription price in cash; and (ii) the purchase of existing shares in GEP from its major shareholder, for which VTE issued its new shares to that major shareholder of GEP (a share swap). The transaction is valued at THB 666,051,946 (approximately USD 19.5 million). Weerawong C&P also advised VTE in relation to corporate approval and compliance with securities and exchange laws and regulations.
Representation of Pace Development Corporation Public Company Limited (PACE) in the acquisition of ordinary shares of its subsidiaries, (i) 31% Pace Real Estate Co., Ltd. (ii) 15% Pace Project One Co., Ltd. (iii) 15% Pace Project Two Co., Ltd. and (iv) 15% Pace Project Three Co., Ltd., and the transfer of the financial obligations of these four subsidiaries from IBC Holding Ltd., a subsidiary of Industrial Building Corporation Ltd., a company listed in Israel and IDJ Holdings Limited, a shareholder of Pace Real Estate Co., Ltd. The transaction was valued at approximately THB 1,944 million (USD 64 million) and closed on 31 March 2015.
Representation of Natural Park (NPARK) in the share-for-share swaps transaction with BTS Group Holdings Public Company Limited (BTSG). NPARK acquired 100% of BTS Assets Co. and Kamkung Properties Co. from BTSC and in return NPARK issued its shares and warrants to BTSG resulting in BTSG holding a 35.64% stake in NPARK which has been renamed U City. BTS Assets Co. and Kamkung Properties Co. are the flagship real estate companies of BTSG. The combined assets, valued at THB 9.4 billion or approximately USD 313 million will be the basis for the development of office, hotel and retail projects.
Representation of Jardine Cycle & Carriage Limited (JC&C), SGX-ST listed company and a member of the Jardine Matheson Group, in respect of the acquisition of 57.27 million ordinary shares representing approximately 24.9 % of the issued share capital of Siam City Cement Public Company Limited (SCCC), Thailand’s second largest cement manufacturer, from Holcim subsidiary Thai Roc-Cem Limited for total consideration equivalent to USD 615 million. April 2015
Representation of Golden Land Property Development Public Company Limited (GOLD) in the acquisition of 1,780 million ordinary shares of Krungthep Land Public Company Limited (KLAND) representing 100% paid up capital held by SMJC Real Estate Co. Ltd. (39.33%), Frasers (Thailand) Pte. Ltd. (40.45%) and Property Perfect Public Company Limited (20.22%). The acquisition of KLAND strengthens GOLD’s position in the residential real estate market. The transaction was valued at THB 3.56 billion and closed on 12 December 2014.
Representation of Siam Commercial Bank (SCB) in the joint venture with CPB Equity, Kasikornbank, True Internet Data Center and Supernap International to establish Supernap (Thailand) Company Limited, ASEAN’s largest data center. The project was granted the best available tax privilege promotion from the Thai Board of Investment (BOI). Weerawong C&P advised on the project agreements including licensing agreement, construction agreement, and co-location agreement. The transaction was valued at approximately THB 4 billion and closed on 22 December 2014.
Representation of Nomura Asia Investment (Singapore) Pte. Ltd. on a voluntary tender offer of the shares of Capital Nomura Securities Public Company Limited (CNS), an equity affiliate located in Bangkok. The Nomura Group launched the tender offer with the intention of making CNS a consolidated subsidiary. The deal was valued at THB 3,365 million.
Representation of E for L Aim Public Company Limited (EFORL) on the acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Limited (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. in which EFORL holds a 60% equity stake and indirectly became the major shareholder of WCIG. The transaction value was THB 4.5 billion and closed on 4 December 2014.
Representation of Rich Asia Steel Public Company Limited in respect of the sale of shares in its subsidiary, Thai National Products Co Ltd, to Dr Phasin Suebsubanunt, Thiti Kittipattananon and Duendara Limthanakul for approximately THB 540 million (USD 16.4 million). The sale of shareholders equity is a strategic step in business restructuring and corporate spin-off. The transaction was completed on 3 December 2014.
Representation of Scan Inter Public Company Limited on its disposition of 100% of its shares in Scan Inter Far East Energy, which operates a 2.5MW solar power plant in Lopburi Province, to Inter Far East Engineering for the sum of THB 231 million.
Representation of Picnic Corporation Public Company Limited in its amalgamation with World Gas (Thailand) Company Limited. The joint shareholders meeting approved the amalgamation on 31 October 2014.
Representation of TCC Land Company Limited and Kokusai Kogyo Holdings Company Limited in relation to a solar powered electrical generation project to be jointly owned by the two companies.
Representation of Rexel General Supply and Services (Thailand) Company Limited on its second acquisition in Thailand, 4 Knights International Co., Ltd. which holds a leading position in the downstream oil and gas onshore sector with branches in Bangkok and Rayong, key regions for onshore activities, for the sum of THB 253.8 million. The transaction reinforces Rexel’s position in the oil and gas sector and strengthens the group’s presence in South-East Asia.
Representation of Sub Sri Thai Public Company Limited, the owner of the famous Greyhound cafes in Thailand and Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand on the sale of its 99% share stake in Industrial Enterprise Co., Ltd. to Sime Darby Plantation Europe Ltd. and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing company closed at THB 815 million on 11 September 2014.
Representation of GMM Grammy Public Company Limited on the acquisition by its subsidiary, GMM Z Trading Co., Ltd. of shares in CTH LCO Co., Ltd., a subsidiary of CTH Cable Thai Holding Public Co., Ltd., a leading pay-tv operator, via share swap transaction. The synergies of two leading operators create strong broadcasting platforms in both the cable and the satellite systems in the country. The THB 1.03 billion transaction closed on 31 July 2014.
Representation of Global Power Synergy Company Limited (GPSC) on GPSC's first offshore venture capital transaction in a strategic investment of USD 15 million in 24M Technologies Inc., a startup venture and new business model for energy storage in the U.S. Other strategic investors included Kyocera Corporation and IHI Corporation, and venture capital investors Charles River and North Bridge Venture Partners.
Representation of Country Group Securities Public Company Limited (CGS) in connection with corporate restructuring by setting up CGS Holding Company, launching tender offer for the share swap of CGS shares for Holding Co. shares and the delisting of CGS and listing of Hold Co. on the Stock Exchange of Thailand in 2014.
Representation of certain major shareholders of Master Ad Public Company Limited (MACO), Thailand’s largest outdoor media provider, on the sale of their 24.43% stake or 73.5 million shares worth THB 661.5 million to VGI Global Media Public Company Limited (VGI) through big lot trading. The deal was executed on 12 May 2014.
Representation of Double A (1991) Public Company Limited in the drafting and negotiating of lease and project agreements with a state enterprise of Myanmar; setting up a company and MIC Permit.
Representation of Hess Corporation in the USD 1 billion sale of its assets in Thailand to PTT Exploration and Production Plc (PTTEP), Thailand’s biggest publicly listed oil and natural gas explorer. The subsidiaries PTTEP Offshore Investment Co., Ltd. and PTTEP International Ltd. have signed share purchase agreements to acquire 100% equity stakes in Hess Thailand Holdings II Ltd and Hess Exploration Thailand Co Ltd. The acquisition, paid in cash, gives PTTEP a further 15% stake in an offshore natural gas project in the Gulf of Thailand and a further 35% stake in an onshore gas field in the northeast of the country. The transaction also sees PTTEP taking over operatorship of the onshore gas field. 22 April 2014
Representation of PTT Public Company Limited in the sale of its 45% stake in Vietnam LPG Company Limited (VLPG), a leader in the supply, storage, filling plant operations, sale and marketing of liquefied petroleum gas in Vietnam, to joint venture partner PetroVietnam Southern Gas Joint Stock Company (PVGAS South). A capital transfer agreement between PTT and PVGAS South was executed on 12 February 2014 and valued at USD 3.85 million.
Representation of Pace Development Public Company Limited (PACE) in setting up a holding company to hold shares in project companies through share swap. PACE later launched its IPO and listing on the Stock Exchange of Thailand.
Representation of Mr. Suchad Chiaranussati on a joint venture with GP Holding Pte. Ltd. and the exclusive licensing agreement with Garrett Licensing LLC for the opening of the Chicago-based premium popcorn store, Garrett Popcorn at Siam Paragon Shopping Complex.
Representation of Siam Commercial Bank Public Company Limited (SCB) in respect of the sale of its 60.86% equity stake in The Siam Commercial Samaggi Insurance Public Company Limited (SCSMG) to ACE Group. SCB and ACE Group have reached an agreement in 2014 for the sale of the equity stake at THB 3.74 billion (approximately USD 113 million).
Representation of Rexel Group on the acquisition of business and assets of Quality Trading Group, one of the largest electrical distributors in Thailand. The USD 20 million or approximately THB 600 million transaction closed on 29 November 2013.
Representation of a leading international manufacturer of pressure vessels for the containment of propane, compressed air and chemicals on its potential acquisition of one of the largest gas cylinder and tank producers in Thailand.
Representation of Siam Commercial Bank Public Company Limited on its acquisition of the insurance business of Siam Commercial New York Life Insurance Public Company Limited from its shareholders.
Representation of Berli Jucker Company (BJC) on the potential acquisition of the Carrefour (Thailand) hyper-market chain of supermarkets.
Representation of Thai Retail Investment Fund in its increase of capital up to THB 18,090 million for investment in six retail shopping centers. The transaction closed on 28 November 2013.
Representation of Credit Suisse (Singapore) Limited in the purchase of 220,000,000 shares equivalent to 6.7% shareholding in VGI Global Media Public Company Limited (VGI) from BTS Group Holdings Public Company Limited through the Big Lot Board of the Stock Exchange of Thailand. The THB 2,700 million (approximately USD 90 million) transaction closed on 19 November 2013.
Representation of PTT Public Company Limited on a joint venture with Thai Solar Energy Co., Ltd., founded by a respected Thai family, for 10 solar projects with a combined capacity of 80 MW in Kanchanaburi and Suphan Buri, Thailand. The value of the transaction was THB 1.45 billion.
Representation of Ananda Development Public Company Limited (ADC) on a joint venture with SEA Investment Five Pte. Ltd., a subsidiary of Mitsui Fudosan Residential Co., Ltd. to develop property projects in Thailand.
Representation of Ananda Development Public Company Limited (ADC) in its acquisition of shares in Ananda Development One Company Limited (ADO) from TMW Ananda GmbH. Advised on the structure of complex credit arrangements (term loan and bank guarantees) from Kiatnakin Bank Public Company Limited and compliance with Thai law requirements for shareholding in a Thai company, enabling ADC to gain management control of ADO.
Representation of BJC International Company Limited (BJIHK), a subsidiary of Berli Jucker Public Company Limited (BJC), on the acquisition of shares in a leading distribution, import/export company in Vietnam.
Representation of Bangkok Ranch Public Company Limited, a leading international duck meat products supplier, in respect of the acquisition of shares in Bangkok Ranch Public Company Limited and financing of THB 4,100 million from Bangkok Bank Public Company Limited and The Siam Commercial Bank Public Company Limited. The acquisition comprised a combination of management buy-out through a consortium of investors and financing through leveraged buy-out.
Representation of Univentures Public Company Limited on its voluntary tender offer of more than 50% shares of Golden Land Property Development Public Company Limited.
Representation of Boutique Asset Management in implementing the corporate actions necessary to complete its 2013 management buyout.
Representation of Thai Beverage Public Company Limited (Thai Bev) on acquiring a stake in Fraser and Neave (F&N), including advising on strategic approaches, share purchase and financing agreements, and reviewing and revising the related syndicated loan agreement. Following the closing of Phase I of the transaction (and finalizing the structure of the first syndicated loan), F&N remained in play and our firm continued to represent ThaiBev and its affiliates on further bids for stakes in the company. Deal of the Year, ASIAN-MENA COUNSEL, In-House Community and International Financial Law Review 2013
Representation of Kiatnakin Bank Public Company Limited on the merger with Phatra Capital Public Company Limited to become Kiatnakin Phatra Finance Group through a share swap. Following the acquisition of shares from major Phatra Capital shareholders, and through tender offer processes, Kiatnakin Bank holds 99.9% of the shares in Phatra Capital. Deal value was THB 6.2 billion (approximately. USD 200 million).
Representation of Charoen Pokphand Foods Public Company Limited (CPF) and companies with respect to its corporate restructuring via amalgamation of some of its subsidiaries resulting in an amalgamated company, CPF (Thailand) Public Company Limited, and the partial business transfer of livestock feed, arrival breeding and farming and meat processing, etc. from CPF to CPF (Thailand) Public Company Limited (2012).
Representation of a Korean life insurance company in the bidding for the life insurance businesses of ING, including one in Thailand; advising on structuring the shareholding for the acquisition and on compliance issues in connection with new requirements of the Life Insurance Act in Thailand; and advising on other legal and tax implications in relation to the acquisition structure.
Representation of Charoen Pokphand Foods Public Company Limited (CPF), Thailand’s leading agri-business and food conglomerate, in respect of its acquisition of 74% of the shares of CP Pokphand Co. Ltd. (CPP), a company listed on the Hong Kong Stock Exchange. Funding of the transaction occurred in two stages (cash and shares) for a total investment of approximately USD 2.17 billion. WC&P also advised CPF on the financing of the transaction with a USD 740 million syndicated loan led by Bangkok Bank as arranger, which included Bangkok Bank, Krung Thai Bank, CIMB Bank, and ICBC (Thailand) as lenders. The acquisition aimed at consolidating the structure of CPF group and involved business entities across Asia, particularly in China and Vietnam.
Representation of the major shareholding family on the sale of their 60% shareholding interest in Thainox Stainless Public Company Limited to POSCO, the world’s third largest steelmaker by market value. The sale of shares took place in conjunction with spinning off non-core assets of the company, consisting of a recreational project and greenfield land to the shareholding family under material conditions by POSCO. The deal value was USD 346 million.
Representation of Recap Investments Pte. Ltd. (Recap) as buyer for property in Recap’s USD 500 million Fund III in Asia. The transaction involved review of three potential investments for the fund and advising on the acquisition of Mercury Tower, a prime CBD Bangkok office block formerly held by Lehman Brothers.
Representation of Suan Orapin (Thailand) Company Limited in connection with transferring the Eight Thonglor Residence Building from City Asset Fund (Type 4 Fund) to Eight Thonglor Freehold Property Fund (Type 1 Fund) under the management of UOB Asset Management. The deal value was USD 78.2 million.
Representation of Sub Sri Thai Warehouse Public Company Limited on (i) due diligence of the two target companies currently engaged in the food and beverage business under the franchise of Dunkin Donut and Au Bon Pain, and (ii) acquisition of a 100% shareholding interest in the two target companies from their current major shareholder. The deal value was USD 38.98 million for the purchase price and USD 8.3 million for the loan.
Representation of Tata Iron & Steel Company Limited in the acquisition of a major stake (67%) of the shares in Millennium Steel Public Company Limited from Siam Cement Public Company Limited.
Representation of G Steel Public Company Limited in the USD 250 million acquisition of not less than 40% of the company’s shares by ArcelorMittal.
Representation of EME Trigen B.V., a wholly owned subsidiary of Edison Mission Energy, in its acquisition of a 25 % stake in Tri Energy Company Limited, owner of a 700 MW gas-fired power plant in Ratchburi Province.
Representation of Edison Mission Energy in its bid for a stake in EGCO.
Representation of the developers, including Edison Mission Energy, in connection with the development of a 734 MW coal-fired power plant in Prachaubkirikhan Province, Thailand.
Representation of the Board of Directors of Serm Suk in connection with three tender offers for securities which were launched by Pepsi-Cola, SS National Logistics and Thai Beverage Logistics. WC&P also advised regarding the exclusive bottling appointment agreement between the company and PepsiCo Group.
Representation of GMM Grammy Public Company Limited in its joint venture with CJO, a Korean company, with respect to a home shopping business.
Representation of PTT in the establishment of a joint venture agreement with Mitsubishi Chemical Corporation.
Representation of PTT and its subsidiary PTT Retail Business Co., Ltd. in the acquisition of 51% of the shares in Thai Lube Blending Co., Ltd. from its partners, Total Oil (Thailand) Co., Ltd. and a group of individuals. The deal value was approximately. THB 160 million (USD 4.57 million).
Representation of KKR in the Thai aspects of a deal in which Singapore saw the largest ever buyout of one of its companies by a private equity fund. This was also the first time US-style financing was adopted for a public takeover in Singapore. The deal involved a total of eight jurisdictions as Goodpack, the world’s largest provider of multimodal, reusable metal box systems, and KKR each required international counsel. The acquisition required consideration of anti-trust issues as well as those arising from financing, tax, derivatives and M&A and required input from firms’ partners based in multiple practice areas.
Representation of KKR Asia Limited in the acquisition of its subsidiary, MMI Holdings Limited, shares in the Metalform Group, which has subsidiaries in Singapore, China and Thailand, from CGL Holdings Limited and Metalform International Limited. The value of the share purchase in the Thai subsidiary, Metalform Asia (Thailand) Co., Ltd. was USD 63.2 million.
Representation of Mega Fortune International Limited (a Cayman entity and subsidiary of P3 Global Energy Co. Ltd., a Thai entity) in connection with structuring a joint venture arrangement and acquisition and exploration rights in LNG projects in the Independent State of Papua New Guinea.
Representation of CWP Thailand, a company within China Wind Power Group Limited, regarding the development of renewable energy projects in Thailand by acquiring 100% equity interest in four SPVs, wholly owned, directly and indirectly by Union Eco Power Ltd., each of which holds or will enter a power purchase agreement with the Provincial Electricity Authority of Thailand.
Representation of Berli Jucker Company Limited and Owens-Illinois (Australia) Pty. Ltd., in the acquisition of the entire shares of Malaya Glass Products Sdn. Bhd. (MGP) from Fraser & Neave Holdings Ghd. The total purchase price of the shares was USD 221.7 million. MGP is a Malaysian company and has subsidiaries in Thailand, China and Vietnam. The MGP Group has been a leading manufacturer of high-quality glass containers in Southeast Asia for over 45 years.
Representation of Berli Jucker Public Company Limited, a winning bidder in the second-round bid for the acquisition of the Thai business operations of Carrefour, from Cencar Limited, the operator of Carrefour in Thailand. The value of the Thai assets of Carrefour was approximately THB 16-19 billion (approximately. USD 550 to 650 million).
Representation of REC Systems in a 10X6 MW solar buyout project regarding the purchase of shares in 10 companies, each of which will have a power purchase agreement for a 6MW solar power project. 2012
Representation of Asia Investment International Limited, affiliated to Lombard Investments, Inc., in acquiring 47,600,000 shares in Robinson Department Store Public Company Limited, a leading Thai retail operator, from entities managed by Farallon Capital Management, L.L.C.
Representation of Vista Equity Partners Fund in relation to the acquisition, through a transfer of assets and employees, of Reuters (Thailand) Limited to a nominated Vista entity.
Representation of Fila Korea in the bidding to acquire Acushnet Company, a golf equipment and apparel company. Acushnet’s Thai subsidiaries are Acushnet Gold (Thailand) Limited and Acushnet Titleist (Thailand) Limited.
Representation of Muangthai Life Assurance Company Limited, Muangthai Group Holdings Company Limited and the Lamsan Family in the sale of approximately 41% of the shares in Muangthai Group Holding Co. Ltd. to KASIKORNBANK Public Company Limited and its subsidiaries, which became the shareholders of 51% of the total shares in Muangthai Group Holdings., Ltd. The deal value was THB 7.5 billion (approximately USD 201 million).
Representation of General Electric Capital Corp. (GECC) and GE Capital International Holdings Corp. (GECIH) in the sale of GE Money’s businesses in Thailand to Bank of Ayudhya Public Company Limited (BAY), comprising a sale of the shares of (i) GE Capital (Thailand) Limited, (GECT), a wholly owned subsidiary of GECC, (ii) General Card Service Limited, a wholly owned subsidiary of GECIH and (iii) Total Services Solutions Public Company Limited, wholly-owned by GECIH. The deal value was THB 13,789 million (approximately USD 417.9 million).
Representation of General Electric Capital Asia Investments Inc. (GECAI) and other shareholders in the sale of 100% of the shares in GE Capital Auto Lease Public Company Limited (GECAL) to Bank of Ayudhya Public Company Limited (BAY). The deal value was THB 16.18 billion (approximately USD 462.29 million), resulting in THB 80.3 billion in assets being transferred to BAY.
Representation of TISCO Securities Co., Ltd. and UBS Securities, financial advisors to the Financial Institutions Development Fund (FIDF) in FIDF’s proposed sale of 47.5% of the shares in Siam City Bank Public Company Limited via bidding. Thanachart Bank Public Company Limited was the winning bidder with a bid valued at USD 1.1 billion.
Representation of BTS Group Holdings Public Company Limited (BTSG) in the acquisition of 94% of the shares in Bangkok Mass Transit System Public Company Limited (BTS), the Bangkok elevated train operator, worth THB 40 billion (approximately USD 1.3 billion), involving cash and BTSG shares in a reverse takeover, as well as the financing of THB 22 billion (approximately USD 733.3 million) by Bangkok Bank Public Company Limited to BTSG.
Representation of Rayong Refinery Public Company Limited in connection with the amalgamation of the company with The Aromatics (Thailand) Public Company Limited under chapter XII of the Public Limited Companies Act, becoming PTT Aromatics and Refining Public Company Limited, in which Finansa Securities Ltd. and Phatra Securities acted as financial advisor.
Representation of Thai German Ceramic Industry Public Company Limited (TGCI) and one of its shareholders, in the sale of 39.9% of the shares in TGCI to Ceramics Cementhai Co., Ltd., a subsidiary of Siam Cement Public Company Limited. The deal value was USD 16.11 million.
Representation of Samart Telecoms Public Company Limited in the acquisition of all shares in Portal Net Co. from M Link Asia.
Representation of Shin Corporation in acquiring majority shares in ITV.
Representation of Shin Corporation in acquiring majority shares in Digital Phone Co. Ltd.
Representation of United Communication Industry Public Company Limited (UCOM) and Total Access Communications Public Company Limited in the sale of an equity stake to Telenor Group.

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