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 |
|
Santhapat Periera |
Partner | Bangkok |
+66 2653 5995 |
Date |
Title |
|---|---|
| May 14, 2012 |
Asian Legal Business Report on Projects in Vietnam Quotes Tilleke & Gibbins Partner Michael K. Lee A report in the April Issue of Asian Legal Business explores the need for infrastructural development in Vietnam, and the investment opportunities this brings with it, particularly with... |
| May 9, 2012 |
Tilleke & Gibbins and NIA to Hold Seminar on Intellectual Property Licensing and Commercialization Siraprapha Rungpry, Areeya Pornwiriyangkura On May 25, Tilleke & Gibbins and the National Innovation Agency will hold a seminar on “IP Licensing and Commercialization.” The first presentation, “Utilizing IP Licenses to Develop... |
| 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... |
| March 2, 2012 |
Nine Tilleke & Gibbins Attorneys Recognized by Chambers Asia-Pacific 2012 Cynthia M. Pornavalai, Darani Vachanavuttivong, Thawat Damsa-ard, Sriwan Puapondh, Hassana Chira-aphakul, Alan Adcock, Michael K. Lee, Thomas J. Treutler Nine attorneys at Tilleke & Gibbins were individually recognized by Chambers Asia-Pacific 2012 for outstanding work on behalf of their clients over the past year. The following... |
| February 27, 2012 |
Corporate and Commercial Practice in Thailand Awarded Tier 1 Ranking in Chambers Asia-Pacific 2012 Chambers and Partners, a leading publisher of guides on lawyers and law firms, has ranked the Tilleke & Gibbins Corporate and Commercial practice in the top tier in Thailand in its Corporate/M... |
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Date |
Title |
|---|---|
| May 7, 2013 |
PLC Life Sciences Multi-Jurisdictional Guide 2013 – Thailand Chapter Alan Adcock, Areeya Pornwiriyangkura In recent years, the Thai FDA has made large-scale efforts to tighten its budget and escalate its standards of scrutiny. In response to these changes, this article provides insight into the... |
| May 7, 2013 |
PLC Life Sciences Multi-Jurisdictional Guide 2013 – Vietnam Chapter Tu Ngoc Trinh This Q&A chapter analyzes legal issues pertaining to Vietnam’s regulatory framework in the life sciences industry. Ranging from the quality of national healthcare, manufacturing authorization... |
| April 5, 2013 |
Customs Arbitration for Disputes on Security Amount Chinachart Vatanasuchart When importers bring products into Thailand, the goods need to pass through customs formalities, during which officials will inspect the products to assess duties. Duties are determined based on... |
| March 20, 2013 |
Lex Mundi Guide to Doing Business in Thailand 2013 Published by Tilleke & Gibbins in association with Lex Mundi, the Guide to Doing Business in Thailand provides a comprehensive overview of the legal environment for investors entering... |
| March 6, 2013 |
International Franchising – Thailand Chapter Sriwan Puapondh, Alan Adcock Trademarks, tax, and termination are the terms in a franchise agreement most likely to cause trouble for a franchisor in Asia. In Thailand, many of the world’s most successful franchise models... |
