Commercial Transactions and M&A

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T: +84 24 3772 5633
T: +855 23 964 210

T: +856 21 262 355
T: +66 2056 5995
T: +95 1 8255 208

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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July 17, 2020

Waewpen Piemwichai and Sher Hann Chua to Speak on Franchising in Southeast Asia

Waewpen Piemwichai, Sher Hann Chua

On July 22, 2020, attorneys Waewpen Piemwichai and Sher Hann Chua will speak at a webinar on “Why You Should Consider Southeast Asia for Your Franchise.” The webinar, organized by VF Franchise...

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July 14, 2020

Tilleke & Gibbins Highlighted in WTR Article on Diversity and Inclusion in Asian Law Firms

In a research project to celebrate Pride Month 2020, World Trademark Review  (WTR) recently set out to explore the landscape of diversity and inclusion initiatives in...

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July 3, 2020

Asialaw Awards 2020: Tilleke & Gibbins Nominated for Three National Firm of the Year Awards

Tilleke & Gibbins has been nominated for three Firm of the Year Awards at the third Asialaw Regional Awards—an Asia-wide awards ceremony recognizing the best law firms across the region. The...

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June 24, 2020

Vinh Quoc Nguyen to Speak at Ministry of Justice Seminar

Vinh Quoc Nguyen

At the invitation of the Vietnam’s Ministry of Justice, Dr. Vinh Quoc Nguyen, a partner in Tilleke & Gibbins’ Ho Chi Minh...

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June 23, 2020

Vinh Quoc Nguyen to Speak on M&A in Vietnam at VCCI/VIAC Workshop

Vinh Quoc Nguyen

Mergers and acquisitions are expected to grow in prominence in Vietnam as the economy resets after the COVID-19 pandemic. Anticipating this impending wave of transactions, the Vietnam Chamber of...

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July 9, 2020

Regional Guide to Franchising Law in Mainland Southeast Asia

The popularity of the franchise business model has been growing rapidly in mainland Southeast Asia in recent years, with some of the world’s top brands becoming common sights...

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July 7, 2020

Doing Business in Thailand Gets Easier with New Amendments to Civil and Commercial Code

Thammapas Chanpanich, Kobkit Thienpreecha

In June 2020, Thailand’s cabinet approved two sets of amendments to the Civil and Commercial Code (CCC) to update corporate governance and transactional rules and simplify the...

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June 25, 2020

Practical Law: Agricultural Law in Thailand 2020

Chaiwat Keratisuthisathorn, Chanchai Jhongsathit, Michael Ramirez, Salil Siriwat, Siradapat Ratanakorn, Varapa Aurat

Practical Law has published an updated online version of Agricultural Law in Thailand, a Q&A-style guide that provides detailed overviews of the law affecting...

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June 9, 2020

Government of Vietnam Issues Resolution to Boost Post-Pandemic Economy

Vinh Quoc Nguyen

On May 29, 2020, the government of Vietnam issued Resolution No. 84/NQ-CP, which mandates a number of economic relief and recovery measures in light of the COVID-19 pandemic. These measures...

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June 8, 2020

Vietnam Officially Ratifies EVFTA, Landmark Trade Deal with European Union

Linh Thi Mai Nguyen, Chi Lan Dang

On the morning of June 8, 2020, Vietnam’s National Assembly passed a resolution officially ratifying the EU-Vietnam Free Trade Agreement (EVFTA), with 100% of the members in attendance (...

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