Mergers & Acquisitions.

Our M&A practice is highly interdisciplinary, frequently drawing on our expertise in other areas such as anti- trust, labor, litigation, regulatory and compliance, to tackle the most complex issues.

We provide advice on all aspects of domestic, cross-border, private and public M&A transactions. These include joint ventures for a broad client base, including strategic investors and private equity funds. This breadth of experience allows us to provide innovative solutions at all stages of the deal lifecycle that are tailored to optimize client outcomes.

Our team has advised on numerous high-profile corporate and M&A transactions, including local and regional deals, joint ventures, share, asset and business acquisitions and disposals, corporate reorganizations, privatizations and mergers, amalgamation, entire business transfers, capital restructuring, and private equity investments.

Broad and in-depth experience allows us to advise on complex industry-specific issues, including those that pertain to start-ups and emerging practice areas such as digital assets.

Wealth of Experience.

Our team advises on the most challenging transactions and has a proven record of completing on time.

Outstanding Track Record.

The breadth of our experience allows us to advise clients at every stage and identify and resolve issues early on.

Advanced Solutions.

Depth and scope of expertise through regular involvement in some of the most significant and innovative transactions in the Thai market.

Assured Delivery.

We understand the demands of M&A transactions and have the resources and ability to deliver in-depth advice in a timely manner.

Experience.

Recent practitioner and practice Mergers & Acquisitions highlights.

Glow IPP 3’s share divestment in Eastern Seaboard Clean Energy

Advised Glow IPP 3 Co., Ltd., a subsidiary of Global Power Synergy Public Company Limited (GPSC), on the successful divestment of its 33.33% equity stake in Eastern Seaboard Clean Energy Co., Ltd., a company holding 100% equity stake in Chonburi Clean Energy Co., Ltd. (CCE), which engages in industrial waste-to-energy projects. The transaction involved the sale of shares to Veolia Environmental Services (Thailand) Co., Ltd., a leading provider of sustainable environmental solutions. This strategic divestment is part of GPSC’s broader portfolio optimization and long-term investment strategy in the energy and utilities sector. Our role encompassed full legal support, including legal due diligence, transaction structuring, drafting and negotiating key transaction documents, and facilitating the completion process in compliance with Thai regulatory requirements.

Strategic Investment in COM7

Advised Plan B Media PCL (PLANB) on its acquisition of an 11.01% equity interest in COM7 PCL (COM7), with a total transaction value of ~THB 7.2 billion (USD 206 million). Completed on 30 June 2026, the transaction resulted in PLANB becoming a major strategic shareholder of COM7, one of Thailand’s leading information technology and digital lifestyle product retailers. COM7 operates an extensive nationwide retail network under well-known brands including BaNANA, Studio7, and iCare. The acquisition supports PLANB’s strategy to expand and integrate its out-of-home media platform within a broader digital ecosystem encompassing retail technology, consumer financing, and electric vehicle (EV) platforms. The investment is expected to diversify PLANB’s revenue streams, generate stable long-term dividend returns, and create significant commercial synergies across the two companies’ nationwide platforms. Our role included conducting legal due diligence, advising on the transaction structure, preparing and reviewing the required disclosures in compliance with the regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), and advising the client through to the successful completion of the transaction.

Tender offer for shares in a polyester film manufacturer

Advised AGPH (Thailand) Co., Ltd. on its voluntary tender offer for all securities of Polyplex (Thailand) PCL (PTL), with a total transaction value ~THB 13.5 billion (USD 405.6 million). The tender offer covers up to 900,000,000 ordinary shares, representing 100% of PTL’s total issued and outstanding voting shares, at an offer price of THB 15.00 per share. Our scope of work included advising on all Thai law aspects of the tender offer, including the transaction structure, regulatory compliance under the Thai securities and takeover regulations, preparation and review of the tender offer documentation, coordination with the relevant regulatory authorities, and ongoing legal support throughout the offer process. The tender offer was launched on 29 June 2026, with the tender offer period running from 30 June 2026 to 5 August 2026.

Joint Venture Agreement for TSI Retail

Advised Tanachira Retail Corporation PCL (SET: TAN) on its strategic partnership with Saha Pathana Inter-Holding PCL (SPI), I.C.C International Public Company Limited (ICC) and TPCX Company Limited, one of Thailand’s leading business groups. The partnership establishes a collaborative platform and intermediary framework for the acquisition, development, and expansion of brands and business ventures in Thailand and internationally. This initiative is intended to strengthen Tanachira’s retail ecosystem and support its long-term growth strategy through the introduction and scaling of new brands. The transaction represents a significant milestone in Tanachira’s retail portfolio development and is expected to facilitate the launch and expansion of new flagship brands in Thailand over the coming years. Our role included advising on the overall transaction structure, reviewing and drafting relevant transaction documentation, and providing legal advice on corporate, commercial, and regulatory matters in relation to the strategic collaboration, as well as supporting the execution and implementation of the joint venture framework.

JustCo SGX Initial Public Offering

Advised JustCo Holdings Pte. Ltd., a leading Asia-Pacific flexible workspace operator, on its initial public offering (IPO) and listing on the Mainboard of the Singapore Exchange (SGX), raising ~SGD 100 million in gross proceeds through the issuance of 32.1 million shares and 74.3 million cornerstone shares at SGD 0.94 per share. The transaction supports JustCo’s regional expansion strategy across Asia-Pacific, including the continued development of its operations in Thailand and the broader scaling of its network from 54 to over 100 centres across 12 major APAC cities by 2029. Our scope of work included advising on all Thai law aspects of the offering, conducting legal due diligence on the Thailand subsidiaries, advising on regulatory compliance, employment matters, and commercial lease frameworks relevant to flexible workspace operations, and assisting with the verification and disclosure process for the IPO prospectus and offering documents.

Advised shareholders on sale of minority stake to Universal Music Group

Advised the existing shareholders on the sale of a 49% stake in Solution One Holding Co., Ltd. and Digital One Solution Company Limited to Universal Music Group for an aggregate consideration of ~THB 684 million. The transaction involved the disposal of minority shareholdings in each of the companies and the entry into a joint venture arrangement with Universal Music Group. Our role included advising on the overall transaction structure, drafting and negotiating the share purchase and joint venture agreements, and providing legal advice on the structured mechanism designed to facilitate the transfer of full ownership of the companies to Universal Music Group within a predetermined timeframe and at an agreed consideration. We also assisted with transaction execution, completion mechanics, and related post-closing matters to ensure a smooth implementation of the strategic partnership.

Acquisition of Westminster International and Win Education Service

Advised a portfolio company of 10 Bridge Co., Ltd. on its acquisition of the shares in Westminster International Co., Ltd. and Win Education Service Company Limited, a leading education consultancy and authorized IELTS Test Centre in Thailand. The target businesses operate the largest computer-based IELTS testing venue in Bangkok, with seven central branches and several provincial locations across the country. The target group also provides integrated overseas education advisory services for students pursuing studies in the UK, US, and Australia, representing more than 200 international educational institutions. The acquisition involved a sophisticated transaction structure including cross-border acquisition financing from an offshore lender together with a strategic joint venture arrangement. Our role included conducting legal due diligence, advising on transaction structuring, drafting and negotiating the transaction and financing documents, and providing comprehensive legal support throughout the process through to the successful completion of both the acquisition and the financing arrangements.

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.

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

Advised Royal Bangkok Healthcare, a wholly owned subsidiary of Bangkok Dusit Medical Services Public Company Limited, on its acquisition of Lansing Business System Co., Ltd. (LBS) for a total consideration of THB 150 million. The transaction involved the purchase of 1,155,660 existing shares from I&I Group Public Company Limited, representing approximately 28.89% of LBS’s total issued shares. Our role included conducting legal due diligence on LBS, advising on the transaction structure, drafting and negotiating the Share Purchase Agreement, and providing guidance on regulatory and corporate compliance matters. We also assisted with the completion process and coordinated all post-closing requirements. This strategic investment strengthens Bangkok Dusit Medical Services’ expansion into technology-driven healthcare solutions, supporting long-term operational and digital transformation initiatives within the group.

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

Advised Frasers Property (Thailand) PCL (FPT) on its acquisition of a 30% equity interest in Frasers Property Industrial REIT Management (Thailand) Co., Ltd. from Mitsui & Co. (Asia Pacific) Pte. Ltd. for a total consideration of THB 265 million, and also advised Frasers Property Thailand (International) Pte. Ltd., a subsidiary of FPT, on the purchase of 48 million units in Frasers Property Industrial Freehold & Leasehold REIT (FTREIT) from the same seller. The scope of work included advising on the transaction structure, drafting and negotiating the transaction documents, and providing guidance on regulatory compliance. Assistance was further provided throughout the closing process and in managing post-completion matters. These coordinated transactions strengthen FPT’s position in the industrial REIT platform and support its long-term growth strategy in Thailand’s industrial and logistics real estate sector.

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Our team has an outstanding reputation for providing solutions to even the most complex issues. Yet, it is our consistency that sets us apart, and has earned the trust of many of Thailand’s leading executives.

Thorough.

We pride ourselves on the depth and quality of our analysis, which allows us to confidently formulate solutions that are optimised and provide tangible benefits to our clients.

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Beyond completion, we strive for transformation. Our advice is always based on a full understanding of client needs, resulting in solutions that deliver a lasting positive impact.

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