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 |
|---|---|
| January 28, 2013 |
Torajiro Ohashi Interviewed by Bangkok Shuho Torajiro Ohashi Torajiro Ohashi, a senior counselor at Tilleke & Gibbins who currently serves as the 50th president of the Japanese Association in Thailand, had the honor of meeting with Japan’s Prime... |
| 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... |
| January 18, 2013 |
Client Alert: Tighter Control of Liquor Production in Vietnam Huong Thi Thanh Nguyen Under new legislation, liquor producers and traders in Vietnam are subject to more stringent regulations on business licensing and the circulation of liquor products. Government Decree No.... |
| January 10, 2013 |
Alan Adcock to Present on Franchising in ASEAN at Dataconsult Event on January 24 Alan Adcock Franchising is an increasingly popular business model in Thailand, with over 400 franchisors and 10,000 franchisees currently operating in the Kingdom. Despite this popularity, there are no... |
| January 8, 2013 |
Tilleke & Gibbins Promotes Four to Partnership in Bangkok Charunun Sathitsuksomboon, Kobkit Thienpreecha, Chusert Supasitthumrong, Sukontip Jitmongkolthong Leading Southeast Asian regional law firm Tilleke & Gibbins has promoted four attorneys to the firm’s partnership, effective January 2013. Coming from across the major practice groups... |
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Date |
Title |
|---|---|
| June 20, 2008 |
Insurance Reforms Not Investor-Friendly Reports have circulated of life insurance policyholders being defrauded by unscrupulous insurance agents. The good news is that under recent amendments to the Life Insurance Act, policyholders are... |
| 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... |
| February 14, 2008 |
Vietnam Issues Official Letter on Automobile Industry Thomas J. Treutler On February 4, 2008, the Vietnamese government issued an official letter outlining a master plan for the development of the automobile industry. Official Letter 819/VPCP-CN calls for measures to... |
| February 1, 2008 |
Exclusivity under the Trade Competition Law Chaiwat Keratisuthisathorn The Trade Competition Act (TCA) seeks to maintain a fair and open market by prohibiting business operators from exerting influence through unfair trade practices. One such unfair trade practice... |
| January 22, 2008 |
Market Dominance under the Trade Competition Law Chaiwat Keratisuthisathorn The Trade Competition Act (TCA) seeks to maintain a fair and open market by prohibiting business operators from exerting unfair influence through monopoly, exclusivity, price fixing, quantity... |
