Commercial Transactions and M&A

Featured Publication: Guide to Doing Business in Thailand
Contacts
T: +66 2056 5559
T: +84 24 3772 5633
T: +855 23 964 210

T: +856 21 262 355
T: +66 2056 5995
T: +95 1 8255 208

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.

Datesort icon Title
July 3, 2020

Asialaw Awards 2020: Tilleke & Gibbins Nominated for Three National Firm of the Year Awards

Tilleke & Gibbins has been nominated for three Firm of the Year Awards at the third Asialaw Regional Awards—an Asia-wide awards ceremony recognizing the best law firms across the region. The...

Read more

June 24, 2020

Vinh Quoc Nguyen to Speak at Ministry of Justice Seminar

Vinh Quoc Nguyen

At the invitation of the Vietnam’s Ministry of Justice, Dr. Vinh Quoc Nguyen, a partner in Tilleke & Gibbins’ Ho Chi Minh...

Read more

June 23, 2020

Vinh Quoc Nguyen to Speak on M&A in Vietnam at VCCI/VIAC Workshop

Vinh Quoc Nguyen

Mergers and acquisitions are expected to grow in prominence in Vietnam as the economy resets after the COVID-19 pandemic. Anticipating this impending wave of transactions, the Vietnam Chamber of...

Read more

June 12, 2020

Tanadee Pantumkomon to Speak on Arbitration of M&A Disputes in Southeast Asia

Tanadee Pantumkomon

On July 13, 2020, Tanadee Pantumkomon, a counsel in Tilleke & Gibbins’ corporate and...

Read more

June 5, 2020

Yuwadee Thean-ngarm and Nada Songsasen to Join TBAM’s Myanmar Update #6: COVID-19

Nada Songsasen, Yuwadee Thean-ngarm

On June 10, Yuwadee Thean-ngarm, director of Tilleke & Gibbins’ Yangon office and secretary-general of the Thai...

Read more

Datesort icon Title
November 4, 2020

Thailand Prepares to Delist Additional Business Types Restricted by the Foreign Business Act

Chaiwat Keratisuthisathorn

On November 2, 2020, it was widely reported by Thai media that Thailand’s Department of Business Development (DBD) has drafted ministerial regulations that would remove telecommunications,...

Read more

October 13, 2020

Vietnam Issues New Administrative Penalties for Violations in Commercial Activities

Diep Thi Bich Le

On August 26, 2020, the government of Vietnam issued Decree No. 98/2020/ND-CP on the penalties for administrative violations in commercial activities, production and trade of counterfeit and...

Read more

September 1, 2020

Vietnam’s Updated Law on Investment and Law on Enterprises: Impact on Foreign Investors

On June 17, 2020, the National Assembly of Vietnam passed the Law on Investment 2020 (LOI) and Law on Enterprises 2020 (LOE). The new laws will take effect on January 1, 2021, replacing their...

Read more

July 9, 2020

Regional Guide to Franchising Law in Mainland Southeast Asia

The popularity of the franchise business model has been growing rapidly in mainland Southeast Asia in recent years, with some of the world’s top brands becoming common sights...

Read more

July 7, 2020

Doing Business in Thailand Gets Easier with New Amendments to Civil and Commercial Code

Thammapas Chanpanich, Kobkit Thienpreecha

In June 2020, Thailand’s cabinet approved two sets of amendments to the Civil and Commercial Code (CCC) to update corporate governance and transactional rules and simplify the...

Read more