Commercial Transactions and M&A

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Tilleke & Gibbins helps clients structure and implement strategic transactions that accelerate vertical or horizontal integration and industry consolidation. 

We serve both international clients wishing to acquire operations in Asia and domestic clients wishing to invest in businesses abroad. Free-trade agreements and financial liberalization make companies in Southeast Asia attractive assets for foreign investors. The increased strength of regional currencies and economies has encouraged local operators to invest internationally to increase their competitiveness. Both types of investors rely on our global and regional expertise in mergers, acquisitions, joint ventures, corporate restructuring, and other vehicles for equity investment.

Our clients also tap into our worldwide network of associated law firms to assist with cross-border transactions and benefit from our unique ability to negotiate and draft key contracts in languages including Thai, Vietnamese, Japanese, Mandarin, French, and English. 

We help our clients develop and execute global strategies for business growth. Read about some of our recent representative work. We have:

  • Represented a leading pharmaceutical  company in Thailand and Vietnam in connection with its merger with another multinational pharmaceutical company. We advised on various commercial agreements. We also provided guidance on the procedural steps and permits required before and after the integration of the two companies and implications in terms of employees, businesses, licenses, reorganization, etc. After the integration became effective, we helped the subsidiaries comply with various legal requirements and assisted our client in obtaining the necessary permits.

  • Helped a manufacturer establish a subsidiary for the purpose of relocating its production facility to Thailand. The project was promoted by the Board of Investment and had an investment value of more than THB 100,000,000. We reviewed the joint venture agreement and advised on corporate law, relevant regulations, and necessary permits. We assisted the client in obtaining  permits from the Industrial Estate Authority of Thailand and the Board of Investment to buy land and initiate the project. In addition, we conducted a thorough review of the deposit agreement, land purchase and sale agreement, and utilities service agreement.

  • Conducted due diligence on behalf of a financial institution considering whether to finance the build out of a state-owned operator’s planned 3G network in Thailand and advised the financial institution regarding risk factors. The proposed loan amount as publically disclosed exceeded USD 500,000,000.

  • Advised a diversified manufacturing company in regard to Thailand acquisition financing related to its global acquisition of a plastic division in a USD 11.6 billion cash deal. We assisted in the acquisition of the Thai subsidiaries of the plastic division.

  • Advised a financial fund from Australia on establishing a subsidiary for the purpose of acquiring the pharmaceutical department of a large multinational corporation in Thailand. In order to facilitate this key acquisition, we provided guidance on the regulations on importing and distributing pharmaceutical products in Thailand, as well as on the establishment of a Thai subsidiary. We assisted the client in obtaining approval from the Board of Investment of Thailand. By providing related tax advice, we were able to help the client plan and mitigate tax implications of importing and distributing products from Australia, including advice on regulatory requirements from the Food and Drug Administration. The total value of the project exceeded USD 20,000,000.

  • Assisted a Japanese plastics molding company in its share acquisition of a foreign-owned injection molding subsidiary with over 900 local employees in two separate facilities.

  • Assisted in structuring an airline alliance. As two major international carriers were organizing a joint venture, the firm was approached to assist. The joint venture is now in operation, and has helped to position both carriers for improved profitability.

  • Applied for and obtained an investment certificate for a rapidly expanding U.S. Internet company to set up shop and conduct business in Vietnam. Worked with the client to secure a local joint venture partner and structured the deal to allow the client to retain independence and control of the company.

  • Advised a leading producer of semiconductor processing equipment on contracts between the target company and a third party.

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January 30, 2007

Government Urged to Cut Protected Businesses Listed in Annex 3

David Lyman

A meeting of the International Chamber of Commerce has called on the Thai government to reduce the list of businesses in Annex 3 of the Foreign Business Act in order to improve the investment...

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March 21, 2008

Success by the Book

Darani Vachanavuttivong, Tiziana Sucharitkul

This article provides an introduction to Tilleke & Gibbins based on the firm’s winning the prestigious International Law Office Client Choice Award 2007 for Thailand.

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April 30, 2010

Chambers & Partners Recognizes Firm in Corporate and M&A: Mid-Market

Cynthia M. Pornavalai

On April 30, 2010, Chambers & Partners recognized Tilleke & Gibbins’ expertise in Corporate and M&A: Mid-Market with a Tier 1 ranking in Thailand in Chambers Asia 2010....

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September 24, 2010

Tilleke & Gibbins Adds Nguyen Quoc Vinh to Vietnam Team

Vinh Quoc Nguyen

The Vietnam team at Tilleke & Gibbins has recently been strengthened by the addition of Nguyen Quoc Vinh, a senior associate. Based in the firm’s Ho Chi Minh City office, Vinh’s practice...

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November 3, 2010

The Legal 500 Asia Pacific Honors Tilleke & Gibbins Attorneys

Alan Adcock, Darani Vachanavuttivong, Thawat Damsa-ard, Tiziana Sucharitkul

On November 3, 2010, The Legal 500 Asia Pacific, a definitive publication on legal services providers worldwide, honored Tilleke & Gibbins lawyers in Thailand in the fields of dispute...

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April 25, 2006

Yesteryear – Bangkok in 1956: What Was It Like When AMCHAM Thailand Was Founded?

David Lyman

In this text of a presentation for the 50th anniversary of the American Chamber of Commerce in Thailand, David Lyman reflects on the changes he has observed in Thailand in the 50 years since...

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June 27, 2006

Highlights of the New Investment and Company Laws of Vietnam

On November 29, 2005, the National Assembly of Vietnam passed, among others, two new laws: (1) the Law on Investment No. 59/2005/QH11; and (2) the Law on Enterprises No. 60/2005/QH11. Both laws...

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September 14, 2006

New Regulations on Foreign Representative Offices and Branch Offices in Vietnam

Only seven months after the enactment of the new 2005 Commercial Law of Vietnam at the beginning of 2006, the Vietnamese Government has issued new regulations on foreign representative offices and...

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January 26, 2007

Implications of Foreign Business Act Amendments

On January 9, 2007, the incumbent Cabinet appointed by the Council for National Security approved a bill to amend the Foreign Business Act 1999. The most significant issue was an amendment of the...

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February 27, 2007

Securitization Moves Up the Agenda

Siraprapha Claassen

The closing earlier this year of two major U.S. securitization transactions involving sizable trademark royalty components may finally provide the impetus for the lagging IP securitization market...

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