Panuwat Chalongkuamdee

Partner


Contact Details

T: + 662 264 8000
F: + 662 657 2222
Email:

Panuwat Chalongkuamdee represents bidders, targets and controlling shareholders in a wide spectrum of public and private transactions, including negotiated and contested acquisitions and divestitures, demergers, minority investments and carve-out transactions. He also advises senior management, boards of directors and shareholders on corporate governance matters. He has experience in a wide range of industries, including banking and financial services, energy and natural resources, food and beverage, health and medical services, insurance, media and technology and real estate.

Notable transactions include: PTT THB 121 billion restructuring of its oil marketing and retail business; Dusit Thani USD 1.05 billion joint venture with Central Pattana for a large scale real estate project in Bangkok; Taobao USD 1 billion acquisition in the Lazada Group; Oaktree Capital USD 500 million combination to create one of the largest fitness club networks in Asia; Siam Commercial Bank sale of its stake in The Siam Commercial Samaggi Insurance to ACE Group; Thai Bev’s USD 11.7 billion acquisition in Fraser & Neave.

Recent Experience

Representation of TTCL Public Company Limited (TTCL), an international engineering company, in its partial disposal of investment in TTCL Gas Power Pte. Ltd., an indirect subsidiary of TTCL and the owner of a natural gas power plant at Yangon, Myanmar. The total value of the transaction was USD 85 million. The deal closed in June 2019.

Representation of Dusit Thani Public Company Limited in relation to the long-term lease for sections of a building from I’m China Town Co., Ltd. in order to develop a hotel in connection with ASAI Chinatown Project, valued at approximately THB 950 million, including the legal due diligence, preparation of the Lease Agreement, FF&E Sale and Purchase Agreement, Service Agreement and general legal advice. (2019)

Representation of Global Power Synergy Public Company Limited in the acquisition of 100% of the shares in N.P.S. Stargroup Co., Ltd., World X Change Asia Co., Ltd., P.P. Solar Co., Ltd. and TerraForm Global Operating (Thailand) Co., Ltd., from the respective shareholders of each target by Global Renewable Power Company Limited, a 99% owned subsidiary of Global Power Synergy Public Company Limited.

Representation of Dusit Foods Co., Ltd., a subsidiary of Dusit Thani Public Company Limited, one of Thailand's leading hotel and property development companies, in its acquisition of a 51% equity stake in Epicure Catering Co., Ltd, a leading provider in quality catering services to international schools in Southeast Asia. The deal, part of Dusit Thani’s strategy to diversify its lines of business to enhance revenue creation, closed on 30 January 2019.

Representation of Dusit Overseas Company Limited (Hong Kong), a subsidiary of Dusit Thani Public Company Limited, in the acquisition of all shares in Elite Havens Group led by LVM Holdings Pte. Ltd. (“LVM Holdings”), a company incorporated in Singapore. LVM Holdings holds shares in nine companies, in the business of marketing, booking and full-service management of luxury residences and villas in Asia Pacific. The deal valued at USD 15 million (THB 495 million) closed on 18 September 2018.

Representation of Dusit Thani Public Company Limited in the acquisition of a stake in NR Instant Produce Co., Ltd. (NRIP). Dusit Thani is one of Thailand’s foremost hotel and property development companies. NRIP is a leading company engaging in the production and export of ready-made food to Europe, American and Australia. Dusit Thani acquired 2,452,000 ordinary shares and 200,000 newly issued shares of NRIP, representing 25.9 percent of total shares of NRIP. The deal valued at THB 663 million (USD 21 million) closed in February 2018.

Representation of PTT Exploration and Production Public Company Limited (PTTEP) in the assignment and transfer of a 22.22% stake in Bongkot Project blocks 15, 16, 17 and G12/48 from Shell Integrated Gas Thailand Pte. Limited and Thai Energy Company Limited. The transaction valued at USD 750 million closed in January 2018.

Representation of PTT Global Chemical Public Company Limited (PTTGC), PTT Group’s flagship petrochemical company, in a joint venture (JV) with two Japanese companies. The JV with Kuraray Co., Ltd. (Tokyo) and Sumitomo Corporation (Tokyo) was established for the manufacture and sale of butadiene derivatives. The deal closed in March 2018.

Representation of CPB Equity Company Limited in relation to the sale of 30 million shares in Supernap (Thailand) Co., Ltd. to WHA Corporation Public Company Limited. The deal valued at THB 211,500,000 closed in June 2018.

Representation of Key Safety Systems Inc. in its acquisition of the Takata Corporation assets and operations in Thailand. Key Safety Systems acquired Takata’s global assets through coordinated restructuring proceedings and equity acquisitions. The deal closed in April 2018.

Representation of Thai Alliance Co., Ltd., a subsidiary of SiS International Holdings Limited (SiS) (HKEX) in the pre-conditional voluntary tender offer to acquire a 47.3 percent interest in SiS Distribution (Thailand) Public Company Limited representing a maximum of 184.1 million shares at THB 7 per share provided that, upon the completion, SiS and its group must hold shares of the Company of more than 51% of the total voting rights. Upon completion of the voluntary tender offer, SiS Distribution (Thailand) Public Company Limited, one of the leading distributors of IT products in Thailand, became a unit of SiS. The transaction was valued at THB 1,417 million (approximately USD 43 million) and closed on 20 December 2017.

Representation of Rexel Group, a leader in the distribution of electrical equipment and services for the construction, renovation and maintenance of buildings and infrastructures, in the sale of its operations in South East Asia to American Industrial Acquisition Corporation Group (AIAC), a private equity firm. The deal valued at Euro 136 million closed in December 2017.

Representation of Sino-Pacific Trading (Thailand) Co., Ltd., the largest importer of grocery and confectionary products in Thailand in the THB 576 million (approximately USD 17 million) acquisition of the entire share capital of Steenland Chocolate B.V., a chocolate manufacturing company in the Netherlands, from the Halloren Group. The transaction closed on 18 August 2017.

Representation of Oaktree Capital on the business combination of its portfolio company Fitness First Asia and Celebrity Fitness, a portfolio company of Navis Capital Partners, to create one of the largest fitness club networks in Asia. The combined entity, Evolution Wellness Holdings, includes 152 wholly-owned fitness clubs across Asia, almost 7,000 employees and approximately 400,000 members. The deal, valued at approximately USD 500 million, closed in July 2017. Deal of the Year, ALB SE Asia Law Awards, 2018

Representation of PTT Public Company Limited, Thailand's largest energy firm, in an oil retail spin off and THB 120 billion restructuring. PTT Pcl restructured its oil marketing and retail business, renamed as PTT Oil and Retail Business Co Ltd (PTTOR), including more than 1,400 service stations, representing 40 percent of Thailand's petrol station market. The deal involved the transfer of assets, undertakings, licenses, IP and contract in more than 20 jurisdictions.

Representation of Dusit Thani Public Company Limited, one of Thailand’s foremost hotel and property development companies, in a joint venture with Central Pattana Public Company Limited for the development of a large-scale, mixed-use real estate project with an estimated value of THB 36.7 billion (approximately USD 1.05 billion) in the central business district of Bangkok. Weerawong C&P also assisted in the negotiation to extend the lease agreement with the Crown Property Bureau for 30+30 years for an additional plot of 24 rai at the intersection of Silom Road and Rama 4. The deal closed on 28 June 2017.

Representation of Berli Jucker Public Company Limited in its acquisition of tissue factories in Vietnam from Diana Unicharm Joint Stock Company. The deal valued at USD 13.5 million closed in 2017.

Representation of Taobao China Holding Limited, a member of the Alibaba Group operating an online shopping website, in the acquisition of a controlling stake in the Lazada Group, a leading e-commerce platform in Southeast Asia. The transaction consisted of an investment of approximately USD 500 million in the newly issued equity capital of the Lazada Group and the acquisition of shares from certain shareholders of the Lazada Group, for a total investment by Alibaba of approximately USD 1 billion. Deal of the Year, Asian-mena Counsel and The Asian Lawyer, 2016

Representation of PTTEP Exploration and Production Public Company Limited (PTTEP) on its share offering, the largest equity offering by a Thai company to date. The transaction included a public offering under Thailand's Securities and Exchange Commission regulations and an international offering under Rule 144A/Regulation S under the U.S. Securities Act. The offering was made to PTTEP's existing shareholders and institutional investors. Finansa Securities Ltd., Phatra Securities Public Company Limited, TISCO Securities Co., Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint coordinators and book runners. The deal value was approximately USD 3 billion (THB 92.3 billion).

Representation of Master Ad Public Company Limited (MACO) in a joint venture with Malaysia-based EYE Ball Channel to manage outdoor media spaces at the Kuala Lumpur International Airport. The joint-venture company, MACO Outdoor, will have the rights to manage large advertising spaces under a concession of a local business partner. The joint venture is part of MACO's plan to expand throughout the ASEAN Economic Community.

Representation of The Siam Commercial Bank Public Company Limited (SCB) in respect of the sale of its 60.86% equity stake in The Siam Commercial Samaggi Insurance PCL (SCSMG) to ACE Group. SCB and ACE Group reached an agreement in 2014 for the sale of the equity stake at THB 3.74 billion (approximately USD 113 million).

Representation of Global Power Synergy Public Company Limited (GPSC) in the company’s first solar power plant project in Ichinoseki Japan. GPSC acquired from Conergy Asia, a 99 per cent stake in Ichinoseki Solar Power 1 GK, the project company holding the right to develop an 18 MW solar power plant in Japan. The capacity will be increased to 20 MW when operations are scheduled to commence in 2017. The transaction was valued at USD 9 million and closed in March 2015.

Representation of Natural Park (NPARK) in the share-for-share swap transaction with BTS Group Holdings Plc (BTSG). NPARK acquired 100% of BTS Assets Co. and Kamkung Properties Co. from BTSC and in return NPARK issued its shares and warrants to BTSG resulting in BTSG holding a 35.64% stake in NPARK. BTS Assets Co. and Kamkung Properties Co. are the flagship real estate companies of BTSG. The combined assets, valued at THB 9.4 billion (approximately USD 313 million) will be the basis for the development of office, hotel and retail projects.

Representation of Siam Commercial Bank Public Company Limited (SCB) in the joint venture with CPB Equity, Kasikornbank, True Internet Data Center, and Supernap International to establish Supernap (Thailand) Company Limited, ASEAN’s largest data center. The project was granted the best available tax privilege promotion from the Thai Board of Investment. Weerawong C&P advised on the licensing agreement, construction agreement and co-location agreement. The transaction, valued at approximately THB 4 billion, closed in December 2014.

Representation of E for L Aim Public Company Limited (EFORL) on the acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Limited (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. in which EFORL holds a 60% equity stake and indirectly becomes the major shareholder of WCIG. The transaction value was THB 4.5 billion.

Representation of Rich Asia Steel Public Company Limited in respect of the sale of shares in its subsidiary, Thai National Products Co Ltd, to Dr. Phasin Suebsubanunt, Thiti Kittipattananon and Duendara Limthanakul for approximately THB 540 million (approximately USD 16.4 million). The sale of shareholder equity is a strategic step in business restructuring and corporate spin-off. The transaction closed in December 2014.

Representation of Scan Inter Public Company Limited on its disposition of 100% of its shares in Scan Inter Far East Energy, which operates a 2.5MW solar power plant in Lopburi Province, to Inter Far East Engineering for the sum of THB 231 million.

Representation of Rexel General Supply and Services (Thailand) Company Limited on its second acquisition in Thailand, 4 Knights International Co., Ltd. which holds a leading position in the downstream oil and gas onshore sector with branches in Bangkok and Rayong, for the sum of THB 253.8 million. The transaction reinforces Rexel’s position in the oil and gas sector and strengthens the group’s presence in South-East Asia.

Representation of Sub Sri Thai Public Company Limited, the owner of the famous Greyhound cafes in Thailand and Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand on the sale of its 99% share stake in Industrial Enterprise Co., Ltd. to Sime Darby Plantation Europe Ltd. and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing company closed at THB 815 million.

Representation of Global Power Synergy Company Limited (GPSC) on GPSC's first offshore venture capital transaction in a strategic investment of USD 15 million in 24M Technologies Inc., a startup venture and new business model for energy storage in the USA. Other strategic investors included Kyocera Corporation and IHI Corporation, and venture capital investors Charles River and North Bridge Venture Partners.

Representation of Mr. Suchad Chiaranussati on a joint venture with GP Holding Pte. Ltd. and the exclusive licensing agreement with Garrett Licensing LLC for the opening of the Chicago-based premium popcorn store, Garrett Popcorn at Siam Paragon Shopping Complex.

Representation of Rexel Group on the acquisition of USD 20 million or approximately THB 600 million business and assets of Quality Trading Group, one of the largest electrical distributors in Thailand.

Representation of PTT MCC Biochem (PTTMCC) in the proposed joint venture with a Canadian company in relation to polybutylene succinate (PBS).

Representation of PTT MCC Biochem (PTTMCC) on a joint venture between PTT and Mitsubishi Chemical Corporation, in connection with the construction and business operations of polybutylene succinate (PBS) and bio-succinic acid (BSA) projects in Thailand.

Representation of PTT Public Company Limited on a joint venture with Thai Solar Energy Co., Ltd., founded by the Maleenont family, for solar projects with a combined capacity of 80 MW in Kanchanaburi and Suphan Buri, Thailand. The value of the transaction was THB 1.45 billion.

Representation of Univentures Public Company Limited on its voluntary tender offer of more than 50% shares of Golden Land Property Development Public Company Limited.

Representation of Berli Jucker Public Company Limited in connection with the potential acquisition through a bidding process of a majority stake in a company operating convenience stores in Thailand.

Representation of BR Holdings Company Limited in relation to due diligence and the acquisition of shares in Bangkok Ranch Public Company Limited from Navis Capital and its affiliates.

Representation of IHI Corporation in preparing engineering, procurement and construction contracts and on setting up the structure for a major M&A transaction.

Representation of Thai Beverage Public Company Limited on the takeover of Singapore's Fraser and Neave Ltd, valued at USD 11.7 billion

Publications

‘Corporate M&A Law and Practice in Thailand’, Global Practice Guide, Chambers & Partners, 2019
‘Thailand: Mergers & Acquisitions’, The Legal 500 and The In-house Lawyer, 2019

‘Merger control in Thailand – what you need to know’, Legal Briefing – Competition, The Legal 500 and The In-house Lawyer, 2018

‘Public mergers and acquisitions in Thailand: overview’, Practical Law, Thomson Reuters, 2019

‘Thailand’, The Merger Control Review, Law Business Research, 2016- 2019

‘Thailand merger control’ Practice Notes, LexisNexis 2018-2019

‘Thailand’, Merger Control, Getting the Deal Through, 2018-2019
 

Education

LL.B. (1st Class Honors)
Chulalongkorn University, 2004

Lawyers Council of Thailand, admitted 2004

Thai Bar Association, admitted 2007

Notarial Services Attorney, admitted 2014

Citizenship

Thai

Languages

Thai, English

Recent Accolades

Tier 1 - Corporate, Mergers & Acquisitions, Rising Star, IFLR1000, 2019

Band 1 - Corporate, Mergers & Acquisitions, Chambers & Partners, 2019

Up and Coming Lawyer, Corporate, Mergers & Acquisitions, Chambers & Partners, 2018-2019

Tier 1 - Corporate, Mergers & Acquisitions, Recommended Lawyer, The Legal 500, 2019

Outstanding - Corporate, Mergers & Acquisitions, Leading Lawyer, Asialaw, 2019

Deal of the Year - Merger of Celebrity Fitness and Fitness First in Asia, ALB SE Asia Law Awards, 2018

Deal of the Year – Alibaba-Lazada acquisition, ASIAN-MENA Counsel and The Asian Lawyer, 2016
Named in Asia’s 40 Under 40, Asian Legal Business, 2015

© 2009-2020 WEERAWONG C&P. All rights reserved.   |   Privacy Notice Contact us