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 |
|---|---|---|---|
|
Anake Rattanajitbanjong |
Associate | Bangkok |
+66 2653 5510 |
|
Areeya Pornwiriyangkura |
Associate | Bangkok |
+66 2653 5882 |
|
Chaiwat Keratisuthisathorn |
Associate | Bangkok |
+66 2653 5507 |
|
Doan Ngoc Tran |
Associate | Ho Chi Minh City |
+84 8 3936 2060 |
|
Huong Thi Thanh Nguyen |
Associate | Hanoi |
+84 4 3772 5617 |
|
Kien Trung Trinh |
Associate | Hanoi |
+84 4 3772 5567 |
|
Pornchai Srisawang |
Associate | Bangkok |
+66 2653 5543 |
|
Thom Thi Mai Nguyen |
Associate | Hanoi |
+84 4 3772 5607 |
|
Tu Ngoc Trinh |
Associate | Hanoi |
+84 4 3772 5556 |
|
Vinh Quoc Nguyen |
Associate | Ho Chi Minh City |
+84 8 3936 2061 |
| Date |
Title |
|---|---|
| April 12, 2013 |
Asian Legal Business: Tilleke Adds U.S. Attorney in HCMC Jim Dao Industry publication Asian Legal Business is reporting on the hiring of American lawyer Jim Dao by Tilleke & Gibbins. Joining the firm’s Ho Chi Minh City office, Jim is an experienced... |
| 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... |
| May 15, 2012 |
British Chamber Quotes Tilleke & Gibbins Partner on ASEAN Economic Community Cynthia M. Pornavalai Issue 2/2012 of The Brief, published by the British Chamber of Commerce Thailand, features an article exploring ASEAN free trade agreements, their impact on the region, future... |
| January 24, 2013 |
British Chamber to Host Panel Discussion on ASEAN Economic Community Cynthia M. Pornavalai The upcoming ASEAN Economic Community (AEC) integration in 2015 will have major economic implications for companies operating in all ASEAN member states. To give some context to the expected... |
| March 17, 2011 |
David Lyman David Lyman, Chairman & Chief Values Officer of Tilleke & Gibbins, was recently invited to participate in the inaugural BRT Business Leaders Lunch. Held at the JW Marriott in Bangkok, the... |
| Date |
Title |
|---|---|
| December 21, 2007 |
A Supplier’s Look at Distributorship Agreements Charunun Sathitsuksomboon Under Thai law, a distributorship agreement is generally considered to be a type of sales agreement whereby a seller sells products to a distributor and the distributor resells the products for... |
| April 29, 2008 |
Accelerated WTO Implementation – Foreign-Owned Import Companies Now Permitted Multiple Distributors John King, Kien Trung Trinh Until very recently, wholly foreign-owned companies that established themselves in Vietnam for the purpose of importing their products from their overseas affiliates were only permitted to market... |
| 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 29, 2008 |
Amendments to the Securities and Exchange Act B.E. 2535 (A.D. 1992) The Securities and Exchange Act 1992 has recently been amended by the Securities and Exchange Act (No. 4), which among other changes, sets forth major amendments in three important areas: (1)... |
| May 4, 2012 |
Anti-Dumping Measures: Easing the Transition to Free Trade David Duncan Many businesses in ASEAN countries continue to adjust to the changes brought about by the elimination of import duties, in the context of both the ASEAN Economic Community and other bilateral and... |
