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 |
|
Anake Rattanajitbanjong |
Associate | Bangkok |
+66 2653 5510 |
|
Areeya Pornwiriyangkura |
Associate | Bangkok |
+66 2653 5882 |
|
Chaiwat Keratisuthisathorn |
Associate | Bangkok |
+66 2653 5507 |
|
Charunun Sathitsuksomboon |
Partner | Bangkok |
+66 2653 5541 |
|
Chinachart Vatanasuchart |
Partner | Bangkok |
+66 2653 5688 |
|
Cynthia M. Pornavalai |
Partner | Bangkok |
+66 2653 5559 |
|
David Duncan |
Consultant | Bangkok |
+66 2653 5538 |
|
David Lyman |
Partner | Bangkok |
+66 2653 5597 |
|
Jeffrey J. Blatt |
Of Counsel | Bangkok |
+66 2653 5644 |
| Date | Title |
|---|---|
| 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... |
| 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 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... |
| May 24, 2012 |
PLC Which Lawyer Ranks Tilleke & Gibbins’ Attorneys in Corporate and M&A, IP, and Tax Piyanuj (Lui) Ratprasatporn, Michael K. Lee, Darani Vachanavuttivong, Alan Adcock, Sriwan Puapondh In PLC Which Lawyer’s 2012 publication, the following Tilleke & Gibbins lawyers have been recommended for their expertise in the relevant practice areas: ... |
| May 29, 2012 |
Tilleke & Gibbins Partners Discuss the Thai Pharmaceutical Industry Darani Vachanavuttivong, Tiziana Sucharitkul, Alan Adcock The Thai pharmaceutical industry is characterized by its expanding yet challenging landscape. Amidst growing medical tourism and strong R&D centers in the Asia Pacific region, issues related... |
| Date | Title |
|---|---|
| February 13, 2012 |
ASEAN Economic Community 2015 and Thailand Cynthia M. Pornavalai The Association of Southeast Asian Nations (ASEAN) is a regional association composed of the ten countries comprising Southeast Asia—Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar (Burma),... |
| February 22, 2012 |
IP Holding Vehicles: Singapore vs. Hong Kong Alan Adcock With intellectual property playing an ever-increasing role in economic development, the need to harness, promote, and protect ASEAN innovation has become more urgent as integration progresses.... |
| March 13, 2012 |
Thomas J. Treutler With the continued increase in foreign trade and integration into the world economy, especially since its accession to the World Trade Organization in 2006, Vietnam has taken several legislative... |
| 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... |
| April 6, 2012 |
Critical Considerations for Foreign Investors Doing Business in Thailand Piyanuj (Lui) Ratprasatporn, Charunun Sathitsuksomboon Increasingly investors are expanding their businesses to developing countries with a view to reducing costs and selling products in new markets. Thailand is among the most attractive destinations... |
