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 |
|---|---|---|---|
|
Alan Adcock |
Partner | Bangkok |
+66 2653 5871 |
|
Charunun Sathitsuksomboon |
Partner | Bangkok |
+66 2653 5541 |
|
Chinachart Vatanasuchart |
Partner | Bangkok |
+66 2653 5688 |
|
Cynthia M. Pornavalai |
Partner | Bangkok |
+66 2653 5559 |
|
David Lyman |
Partner | Bangkok |
+66 2653 5597 |
|
John King |
Partner | Bangkok |
+66 2653 5502 |
|
Kobkit Thienpreecha |
Partner | Bangkok |
+66 2653 5534 |
|
Michael K. Lee |
Partner | Ho Chi Minh City |
+84 8 3936 2069 |
|
Piyanuj (Lui) Ratprasatporn |
Partner | Bangkok |
+66 2653 5533 |
|
Thomas J. Treutler |
Partner | Hanoi |
+84 4 3772 5633 |
| Date |
Title |
|---|---|
| November 4, 2011 |
Eight Tilleke & Gibbins Attorneys Honored by Legal 500 Piyanuj (Lui) Ratprasatporn, Tiziana Sucharitkul, Thawat Damsa-ard, Chinachart Vatanasuchart, Darani Vachanavuttivong, Alan Adcock, Jeffrey J. Blatt, Sriwan Puapondh In the 2011 edition of The Legal 500 Asia Pacific, eight Tilleke & Gibbins attorneys were recognized as leading practitioners in their areas of practice in Thailand. This included:... |
| November 8, 2011 |
Effect of Thai Flooding on Investment: David Lyman Quoted in The New York Times David Lyman With the recent flooding in Thailand, many companies in the computer component and automobile sectors—and their supply chains—have been impacted. The effects of the flooding have been felt not... |
| March 13, 2013 |
Cynthia Pornavalai to Speak at Dataconsult Seminar on Free Trade Agreements Cynthia M. Pornavalai At the next joint Thailand Regional Forum and Thailand Corporate Finance Forum hosted by Dataconsult, the discussion will focus on Thailand’s current and future free trade agreements and their... |
| March 27, 2012 |
Cynthia Pornavalai Presents on AEC at AMCHAM Event Cynthia M. Pornavalai The upcoming ASEAN Economic Community integration in 2015 will have major economic implications for companies operating in all ASEAN member states. To give some context to the expected impact of... |
| January 23, 2012 |
Customs Valuation Discrepancies May Affect Investment Michael Ramirez According to Business Report Thailand, both foreign and Thai companies face inconsistencies in the customs valuation methods used by the Thai Customs Department. Michael Ramirez,... |
| Date |
Title |
|---|---|
| December 4, 2009 |
Representative Offices: The Right Choice for Those Who Qualify Kobkit Thienpreecha As Thai imports and exports continue to grow, more and more foreign corporations wish to open an office in Thailand to support their trading needs. Often, foreign corporations wish to have a small... |
| July 3, 2009 |
Real Examples of Successful Negotiation Building on an earlier article entitled “How to Successfully Negotiate a Dispute,” this article provides clear examples of how put these negotiating techniques into practice in order to achieve... |
| December 4, 2007 |
Piyanuj (Lui) Ratprasatporn Foreigners in Thailand derive their legal rights primarily from the domestic laws of Thailand. There are certain rights that are reserved only for Thai citizens, but this is not unusual as all... |
| March 23, 2012 |
Preparation for the AEC: Free Flow of Goods The year 2015 will be a year of special importance for Thailand as well as all Asean member states, as it marks the establishment of the Asean Economic Community (AEC) as agreed on by country... |
| October 9, 2007 |
Political Uncertainty Affects IP Owners Areeya Pornwiriyangkura A new government has introduced changes that may have implications for foreign investors. This article assesses the situation. |
