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.
Commercial Transactions and M&A
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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Advised a leading producer of semiconductor processing equipment on contracts between the target company and a third party.
Name |
Position | Office | Contact |
|---|---|---|---|
|
Weerawat Distapinyo |
Associate | Bangkok |
+66 2653 5508 |
|
Waewpen Piemwichai |
Associate | Bangkok |
+66 2653 5505 |
|
Vinh Quoc Nguyen |
Associate | Ho Chi Minh City |
+84 8 3936 2061 |
|
Tu Ngoc Trinh |
Associate | Hanoi |
+84 4 3772 5556 |
|
Torajiro Ohashi |
Consultant | Bangkok |
+66 2653 5536 |
|
Tiziana Sucharitkul |
Partner | Bangkok |
+66 2653 5777 |
|
Timothy Wales |
Consultant | Bangkok |
+66 2653 5555 |
|
Thomas J. Treutler |
Partner | Hanoi |
+84 4 3772 5633 |
|
Thom Thi Mai Nguyen |
Associate | Hanoi |
+84 4 3772 5607 |
|
Theerapat Sombatsatapornkul |
Consultant | Bangkok |
+66 2653 5950 |
| Date | Title |
|---|---|
| June 21, 2011 |
The BigChilli Magazine Interviews David Lyman David Lyman The BigChilli, a Bangkok-based lifestyle magazine, recently interviewed David Lyman, Chairman & Chief Values Officer of Tilleke & Gibbins. The interview highlighted the background... |
| June 23, 2011 |
Bloomberg Story on Thai Elections Quotes David Lyman David Lyman Bloomberg, a leading financial news and data service, recently published a story about the upcoming Thai elections and the possible impacts that it could have on foreign investors. The article... |
| June 24, 2011 |
Alan Adcock Alan Adcock, Partner and Deputy Director of the IP group at Tilleke & Gibbins, was a panelist this week at Managing Intellectual Property’s... |
| June 27, 2011 |
Oxford Business Group Launches The Report: Thailand 2011 David Lyman In the wake of 2010’s political unrest and with upcoming national elections on the horizon, the climate for business and foreign direct investment in Thailand remains uncertain. The Report:... |
| July 11, 2011 |
Alan Adcock Named a Leading IP Strategist Alan Adcock Alan Adcock, Partner and Deputy Director of the Tilleke & Gibbins Intellectual Property group, has been named to the IAM Strategy 250, a listing of the world’s leading IP strategists.... |
| Date | Title |
|---|---|
| October 29, 2009 |
Lawyer’s Obligation: Confidentiality of Client Information in Thailand David Lyman, Alongkorn Tongmee This paper answers a number of important questions about the role of client confidentiality within the Thai legal system. Key points include the regulations governing confidentiality, the limits... |
| October 23, 2009 |
Commercial Collateral: A Boost for the Thai Economy Santhapat Periera In the near future, businesses in Thailand may be endowed with a new tool which could help enhance their access to financial resources—arguably one of the most important resources to survive and... |
| September 30, 2009 |
Acquiring IP in Asia: Due Diligence Is Essential Alan Adcock Buyers in an intellectual property acquisition in Asia and the West want to know the same information about the IP they are acquiring, but the process must be conducted differently in Asia. In... |
| December 14, 2011 |
Thailand Legal Basics, a valuable primer for foreign investors, begins with an overview of Thailand’s legal system, including its history and the events and professionals that are shaping... |
| July 21, 2009 |
With Vietnam’s entry into the WTO, it is expected that franchising activity in the country will increase markedly over the next few years. There are presently a handful of major franchises... |
