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Corporate/M&A

Corporate/M&A

Key Contacts

Cambodia

Laos

Myanmar

Thailand

Vietnam

OVERVIEW

Our business and legal acumen sets clients on the path to business success.

Tilleke & Gibbins serves both international clients wishing to acquire operations in Asia and domestic clients wishing to invest in businesses abroad. We help companies structure and implement strategic transactions to achieve their business goals.

Our global and regional expertise in mergers, acquisitions, joint ventures, corporate restructuring, and other vehicles for equity investment accelerates integration and partnerships that span industries. With international legal experts throughout Southeast Asia, we are able to assemble a team for each matter that is tailored to the exact needs of each client. 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 strong contracts in languages including Thai, Vietnamese, Japanese, Chinese, and English.

Our renowned one‐stop center for strategic legal advice and assistance on all corporate needs affords clients convenience and economy of costs. We specialize in the mechanics of starting and operating a business across Southeast Asian , including registration, licenses and permits, company secretarial services, tax matters, employment, immigration, regulatory affairs, and property.

Case Studies

Experience

  • 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.
  • Represented Amcor, a leading manufacturer and distributor of metal, plastic, and paper packaging, in the acquisition of five Thai subsidiaries of Alcan Packaging from Rio Tinto. Our representation was part of a larger global acquisition valued at US$1.95 billion.
  • 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.
  • Acted on behalf of Summit Capital Leasing Company Limited, a Sumitomo Corporation Group company, in the THB 2 billion sale of its auto leasing business to Ayudhya Capital Auto Lease Public Company Limited.
  • 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.
  • Represented Saab AB, a leading European security and defense company, in its acquisition and joint venture of 40% shares of Avia Satcom Co., Ltd. and its three local subsidiaries. Avia Satcom is Thailand’s leading supplier of high-tech telecommunication products to defense customers and it provides such services as systems integration and software development, telecommunications and support solutions, and aircraft modification and avionics services.
  • 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.
  • Secured an Alien Business License for the world’s leading online booking website, which was a first and landmark achievement in this industry. Despite the fact that the governing authorities normally reserve all tourism operations for Thai nationals, we succeeded in convincing these decision makers of the great value that this business would add to Thailand and its economy. We coordinated and secured the approval of each authority and, ultimately, obtained the Alien Business License for our client.
  • Represented the world’s leading car seat maker in critical negotiations with the Board of Investment (BOI) on potential revocation of all benefits and privileges, which could have led to damages of over USD 20,000,000. In addition to our overwhelming victory at the BOI, we successfully obtained several Alien Business Licenses, which will allow the clients’ subsidiaries in Thailand to provide service to affiliates in the region.
  • Represented a leading electronic toll collection system provider as its sole legal counsel since the commencement of its operations in Thailand in 2006. In this capacity, we have assisted our client in bidding for government contracts, obtaining BOI promotion, and all other compliance matters.
  • Assisted a leader in branded lifestyle apparel on all aspects of establishing a Regional Operating Headquarters (ROH) in Thailand, including legal assistance on leasing approximately 1,000 square meters of office space.
  • Assisted a subsidiary of a Korean manufacturing conglomerate in establishing a branch office in Thailand to operate a service business for a project of an international energy company.
  • Applied for and obtained an investment certificate for one of the largest pharmaceutical companies in the world. This included researching complex licensing and capitalization issues to limit the company’s liability and advised on the proper amount of investment capital.
  • Assisted a successful Malaysian trading company in establishing a representative office in Thailand to source consumable and non-consumable products, verify the quality of the products, and report to its head office.
  • Helped a diversified steel products company select the appropriate Vietnamese business model  and adapt their documents for doing business in Vietnam.
  • Helped a multinational company establish a foreign direct investment company engaged in the import/export and distribution of mobile phones and computers.  The established company is one of the few foreign-owned companies permitted to do business in this sector in Vietnam.
  • Advised a leading pharmaceutical company that previously operated as a representative office in Vietnam on establishing a pharmaceutical import company.  We assisted the client with closing its representative office and establishing the wholly-owned foreign enterprise to import pharmaceutical products.
  • Provided in-depth advice to a global software solutions provider on doing business in Vietnam.
  • Advised an international technology company on operating a representative office in Vietnam, including advising on the scope of work of a representative office, employment matters, tax matters, and government filing requirements. We prepared Vietnamese and English versions of labor contracts.
  • Prepared the application dossier and all additional documentation required to establish a 100% foreign-owned company engaging in the distribution of industrial tools in Vietnam. We also assisted the client with leasing office space.

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