Acquisition of Westminster International and Win Education Service

Frasers Property’s acquisition of NSC

Advised Frasers Property (Thailand) PCL in connection with the acquisition of all issued and paid-up shares in Nong Suea Chang Chonburi Co., Ltd. (NSC) by Frasers Property Industrial Estate Co., Ltd., its wholly owned subsidiary, for a total transaction value of approximately THB 3.7 billion (~USD 118 million). The transaction resulted in the company acquiring a 100% equity interest in NSC from the existing shareholders. The acquisition was completed on 6 February 2026, following which NSC became a wholly owned subsidiary of the company. NSC holds over 2,400 rai of strategically located land in Chonburi Province. The acquisition supports the development of a new industrial estate to meet continued demand for high-quality industrial space in the Eastern Economic Corridor (EEC). Our role included conducting legal due diligence, advising on transaction structuring, drafting and negotiating the transaction documents, preparing required disclosures in compliance with SEC and SET regulations, assisting with the shareholder approval process, and advising on completion mechanics through to closing.

Acquisition of majority stake in Por Phat hospitals

Advised Principal Capital PCL (PRINC) on the acquisition of an approximately 57% equity interest in N.D.S.34 Co., Ltd., the operator of Por Phat 1 Hospital and Por Phat 2 Hospital in Nakhon Ratchasima Province, for an aggregate consideration of THB 673.65 million. The transaction involved the acquisition of shares from existing shareholders of N.D.S.34 Co., Ltd. and the subscription for newly issued ordinary shares by Principal Healthcare Co., Ltd., a subsidiary of PRINC, resulting in PRINC obtaining a majority shareholding in the target company. Our role included advising on the overall transaction structure, drafting and negotiating the share purchase and share subscription agreements, and providing legal advice on regulatory, corporate, and transactional matters relevant to the acquisition. We also assisted with transaction execution, completion mechanics, and post-closing matters to ensure the successful implementation of the investment.

Noble’s major shareholder voluntary partial tender offer

Advised Mr. Frank Fung Kuen Leung on his voluntary partial tender offer to acquire up to 15.00% of the ordinary shares of Noble Development PCL (SET: NOBLE) at an offer price of THB 2.32 per share, with an aggregate transaction value of THB 476.5 million (~USD 15.2 million). The tender offer closed on 20 January 2026. Upon completion, Mr. Leung increased his equity stake in NOBLE from 19.46% to 33.30%, reflecting his long-term investment conviction in Thailand’s property development sector and the strategic use of Thailand’s partial tender offer regime. The advisory work covered all aspects of the transaction, including the structuring and implementation of the voluntary partial tender offer, compliance with applicable capital markets and public takeover regulations, and the client’s financing arrangements. The transaction highlights a strong track record in advising on voluntary partial tender offers involving SET-listed companies under Thai securities laws.

Satellite concession arbitration and administrative court proceedings

Represented Thaicom Public Company Limited and Gulf Development Public Company Limited in a landmark satellite telecommunications dispute against the Ministry of Digital Economy and Society (MDES) concerning the scope of a satellite concession agreement in Thailand. The dispute centered on whether the Thaicom 7 and Thaicom 8 satellites were subject to the concession framework. The arbitral tribunal held that the satellites fell outside the concession agreement, and the Central Administrative Court upheld the award, dismissing MDES’s challenge. The Court confirmed the enforceability of arbitral determinations on concession scope, where based on the parties’ contractual arrangements. Our representation covered both the arbitration and enforcement proceedings. The decision strengthens regulatory certainty, protects satellite operators from expanded concession obligations, and reinforces investor confidence in Thailand’s telecommunications and digital infrastructure sector.

Royal Bangkok Healthcare’s share acquisition in Lansing Business System Co., Ltd.

Frasers Property’s acquisition of a stake in Frasers Property Industrial REIT Management (Thailand) and REIT units in FTREIT

Proposed disposition of Thai Tank Terminal and Bulk Tank Farm

PTT Global Chemical Public Company Limited (PTTGC) on the proposed disposition of two major infrastructure assets with a combined transaction value of approximately THB 9.24 billion (~USD 255 million). The transactions involve the sale of shares in Thai Tank Terminal, a joint-venture terminal operator providing integrated storage, liquid handling, logistics, and jetty services for chemicals and gases, and the sale of a bulk tank farm (BTF) comprising large-scale storage tanks and related infrastructure located in Map Ta Phut, Rayong, Thailand.

Telecom company dispute with state-owned enterprise

Represented a large telecommunication company as a plaintiff in a dispute with a state-owned enterprise. The client, responsible for a submarine fiber optic cable network along Thailand’s eastern coast, faced bad faith actions by a state-owned enterprise that reduced its revenue. After arbitration, an award of THB 3.3 billion was issued in favor of our client, but the state-owned enterprise refused to comply. The Central Administrative Court enforced the award, and the state-owned enterprise appealed to the Supreme Administrative Court. The Supreme Administrative Court has dismissed the state-owned enterprise’s appeal. Accordingly, the state-owned enterprise is bound to comply with both the judgment of the Central Administrative Court and the arbitral award.

General Offer from Mitsubishi Corporation

Represented Mitsubishi Corporation (MC) in connection with its first “unregulated” general offer launched with the purpose of increasing its additional shareholding in Thai Union Public Company Limited (TU), a Thailand-based seafood company listed on the Stock Exchange of Thailand (SET) from 6.19% to 20% (excluding treasury shares). The transaction was made public on 4 August 2025.

Advised Plan B Media on acquisition of Hello Bangkok LED and issuance of shares to VGI

Advised Plan B Media PCL on its acquisition of Hello Bangkok LED Co., Ltd. for a total consideration of ~THB 4 billion (~USD 123 million). The transaction involved the purchase of shares from two sellers, including Roctec Global PLC, a company listed on the Stock Exchange of Thailand. Our role included conducting legal due diligence, advising on the transaction structure, drafting and negotiating the Share Purchase Agreement, and providing guidance on regulatory compliance, including capital markets regulations. We also assisted with the completion process and related post-closing matters. As part of the same transaction, we also advised Plan B Media on the issuance and private placement of 285,714,286 new ordinary shares to select investors, including VGI Public Company Limited. This capital raise, amounting to over THB 2 billion, was undertaken to fund the acquisition. Plan B Media significantly enhances its advertising footprint and reach in high-potential locations such as business districts and areas with high traffic.

Turnkey Communication Services’ Partial Voluntary Tender Offer for shares in AIT

Represented Turnkey Communication Services PCL in connection with its partial voluntary tender offer to acquire up to 10.00% of the total issued and paid-up shares of Advanced Information Technology PCL (AIT). The offer was priced at THB 5.20 per share, with a total transaction value of approximately THB 799 million (~ USD 24.8 million). Our role included advising on the structure of the tender offer, preparing and submitting the required application and supporting documents to the Office of the Securities and Exchange Commission (SEC), and ensuring compliance with applicable securities laws and regulations. The transaction supports Turnkey’s strategic investment in the information and communications technology sector.

Microfiber Industries’ acquisition of premium ceiling solutions manufacturer

Represented Microfiber Industries Limited in the acquisition of B.F.M. Micro Co., Ltd., with a focus on its Armstrong unit, a leading provider of premium Armstrong-branded commercial ceiling solutions known for premium quality, acoustic performance, and ecological design. Founded in 1996, B.F.M. Micro has established itself as a leader in Thailand’s high-end construction material sector. The transaction included legal due diligence, deal structuring, and transaction documents.

NSL Foods’ strategic acquisitions in the agricultural and natural food sectors

Represented NSL Foods PCL on strategic investments in two agricultural product companies, including legal due diligence, transaction documentation, and corporate approvals. The transaction comprised an acquisition of assets from N.B. Value Link Co., Ltd. to the value of approximately THB 150 million (~ USD 4.6 million), and the acquisition of 100% shares in Pro Natural Foods Co., Ltd. for approximately THB 124 million (~ USD 3.8 million).