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:

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Advised a leading producer of semiconductor processing equipment on contracts between the target company and a third party.

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Namesort icon Position Office Contact

Weerawat Distapinyo

Associate Bangkok

weerawat.d@tilleke.com

+66 2653 5508

Waewpen Piemwichai

Associate Bangkok

waewpen.p@tilleke.com

+66 2653 5505

Vinh Quoc Nguyen

Associate Ho Chi Minh City

vinh.n@tilleke.com

+84 8 3936 2061

Tu Ngoc Trinh

Associate Hanoi

ngoctu.t@tilleke.com

+84 4 3772 5556

Torajiro Ohashi

Consultant Bangkok

ohashi@tilleke.com

+66 2653 5536

Tiziana Sucharitkul

Partner Bangkok

tiziana.s@tilleke.com

+66 2653 5777

Timothy Wales

Consultant Bangkok

timothy.w@tilleke.com

+66 2653 5555

Thomas J. Treutler

Partner Hanoi

thomas.t@tilleke.com

+84 4 3772 5633

Thom Thi Mai Nguyen

Associate Hanoi

maithom.n@tilleke.com

+84 4 3772 5607

Theerapat Sombatsatapornkul

Consultant Bangkok

theerapat.s@tilleke.com

+66 2653 5950

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Date Title
November 3, 2010

The Legal 500 Asia Pacific Honors Tilleke & Gibbins Attorneys

Alan Adcock, Chinachart Vatanasuchart, Darani Vachanavuttivong, Piyanuj (Lui) Ratprasatporn, Sriwan Puapondh, Thawat Damsa-ard, Tiziana Sucharitkul

On November 3, 2010, The Legal 500 Asia Pacific, a definitive publication on legal services providers worldwide, honored Tilleke & Gibbins lawyers in Thailand in the fields of dispute...

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November 3, 2010

The Legal 500 Asia Pacific Honors Piyanuj (Lui) Ratprasatporn

Piyanuj (Lui) Ratprasatporn

On November 3, 2010, The Legal 500 Asia Pacific, a definitive publication on legal services providers worldwide, honored Tilleke & Gibbins lawyers in Thailand in the fields of dispute...

Read more

January 30, 2007

Government Urged to Cut Protected Businesses Listed in Annex 3

David Lyman

A meeting of the International Chamber of Commerce has called on the Thai government to reduce the list of businesses in Annex 3 of the Foreign Business Act in order to improve the investment...

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February 9, 2011

Tilleke & Gibbins Names New Partners

Alan Adcock, Nandana Indananda, Thomas J. Treutler

Tilleke & Gibbins, the largest independent law firm in Thailand, proudly announces the appointment of Alan Adcock, Nandana Indananda, and Thomas J. Treutler as Partners of the firm.

...

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September 24, 2010

Tilleke & Gibbins Adds Nguyen Quoc Vinh to Vietnam Team

Vinh Quoc Nguyen

The Vietnam team at Tilleke & Gibbins has recently been strengthened by the addition of Nguyen Quoc Vinh, a senior associate. Based in the firm’s Ho Chi Minh City office, Vinh’s practice...

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Date Title
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...

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May 28, 2012

PLC Life Sciences Multi-Jurisdictional Guide 2012 – Thailand Chapter

Alan Adcock, Areeya Pornwiriyangkura

With the tightening of budgets and increased scrutiny by the FDA, this article delves into the practicability of Thailand’s regulatory framework governing the life sciences industry. Ranging from...

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May 28, 2012

PLC Life Sciences Multi-Jurisdictional Guide 2012 – Vietnam Chapter

Tu Ngoc Trinh

With the tightening of budgets and increased scrutiny by the Ministry of Health, this article delves into the practicability of Vietnam’s regulatory framework governing the life sciences industry...

Read more

June 6, 2012

Technology Licensing in Thailand

Alan Adcock

With the 10 nations of ASEAN committing to full implementation of the ASEAN Economic Community (AEC) by 2015, Thailand will likely see an increase in inbound technology transfer to the country,...

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August 8, 2012

Tricks of the Trade: A Guide for M&A in Vietnam

Vinh Quoc Nguyen

Fostering Growth

Since 2008, even before the outbreak of the global recession, the economy of Vietnam has faced difficulties, including extremely high inflation and...

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