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Legal Services
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Mergers & Acquisitions
The
Corporate / Mergers & Acquisitions practice group is led by Peangpanor Boonklum, Executive
Partner. Under this practice group, Weerawong C&P represents purchasers, sellers, advisors,
lenders and financial intermediaries in domestic and cross-border mergers and acquisitions,
leveraged buyouts and divestitures. The Firm acts for Thai and foreign clients on corporate
transactions of all kinds, including acquisitions of listed companies, private equity investments
and mergers and acquisitions of companies engaged in activities across the full breadth of the Thai
economy. We also assist Thai companies on their expansion elsewhere in Asia and around the
world.
We advise clients on acquisition
financing, regulatory issues, international tax matters, competition law, intellectual property
issues, real estate matters and labor and environmental issues that involve complex cross-border
mergers and acquisitions. For our many private equity clients, we add value through our extensive
experience in structuring bids, negotiating and drafting acquisition and financing documentation and
structuring exit strategies for investors. “Thailand Firm of the Year 2011 –
Capital Markets, Corporate/M&A and Telecommunications, Media & Technology”, by ASIAN-MENA COUNSEL, In-House Community “Deal of the Year 2012 M&A – Thai Beverage-Fraser &
Neave”, by ASIAN-MENA COUNSEL, In-House Community “Deal of the Year 2011 M&A Outbound – Haier Buys Sanyo’s White
Goods Business”,
by China Business Law Journal Band One for Corporate / M&A, Chambers Asia
Pacific (2009-13) Tier One in Corporate
/ M&A, Asia Pacific Legal 500 (2009-13) - Tier One for Mergers & Acquisitions, IFLR (2010-13)
Selected
transactional experience follows to demonstrate industry experience and local knowledge regarding
our mergers and acquisitions practice. Representation of Thai Beverage
Public Company Limited on the proposed acquisition of 22% of
the shares in Fraser & Neave (F&N) from Overseas-Chinese Banking Group. Representation of Kiatnakin Bank Pcl. on the merger with Phatra Capital Pcl., to become Kiatnakin Phatra Finance Group, through a share swap. Following the acquisition
of shares from major Phatra Capital shareholders, and through tender offer processes, Kiatnakin Bank
holds 99.9% of the shares in Phatra Capital. Deal value is Baht 6.2 billion (approx. US$ 200
million). Representation of a Korean life insurance company in the
bidding to buy the life insurance businesses of ING, including one in Thailand; advising on
structuring the shareholding for the acquisition and on compliance issues in connection with new
requirements of the Life Insurance Act in Thailand; and advising on other legal and tax implications
in relation to the acquisition structure. Representation of Charoen Pokphand
Foods Plc. (CPF), Thailand’s leading agri-business and food
conglomerate, in respect of its acquisition of 74% of the shares of CP Pokphand Co. Ltd. (CPP), a
company listed on the Hong Kong Stock Exchange. Funding of the transaction occurred in two stages
(cash and shares) for a total investment of approximately US$2.17 billion. WC&P also advised CPF
on financing of the transaction with a US$740 million syndicated loan led by Bangkok Bank as
arranger, which included Bangkok Bank, Krung Thai Bank, CIMB Bank, and ICBC (Thailand) as lenders.
The acquisition aimed at consolidating the structure of CPF group and involved business entities
across Asia, particularly in China and Vietnam. Representation of the major
shareholding family on the sale of their 60% shareholding
interest in Thainox Stainless Plc. to POSCO, the world’s third largest steel-maker by market value.
The sale of shares took place in conjunction with spinning of non-core assets of the company,
consisting of a recreational project and greenfield land, to the shareholding family under material
conditions by POSCO. The deal value is US$346 million (approx.). Representation of Recap Investments
Pte. Ltd. (Recap) as buyer for property in Recap’s US$500
million Fund III in Asia. The transaction involved review of three potential investments for the
Fund and advising on the acquisition of Mercury Tower, a prime CBD Bangkok office block formerly
held by Lehman Brothers. Representation of Suan Orapin (Thailand) Co., Ltd. in connection with transferring the Eight Thonglor Residence Building from
City Asset Fund (Type 4 Fund) to Eight Thonglor Freehold Property Fund (Type 1 Fund) under the
management of UOB Asset Management. The deal value is US$78.2 million. Representation of Sub Sri Thai Warehouse Public Company Limited on (i)
due diligence of the two target companies currently engaged in the food and beverage business under
the franchise of Dunkin Donut and Au Bon Pain, and (ii) acquisition of a 100% shareholding interest
in the two target companies from their current major shareholder. The deal value is US$38.98 for the
purchase price, and US$8.3 million for the loan. Representation of Tata Iron &
Steel Company Limited, in an acquisition of a major stake
(67%) of the shares in Millenium Steel Public Company Limited from Siam Cement Public Company
Limited. Representation of G Steel Public Company Limited in the
acquisition of not less than 40% of the company’s shares by ArcelorMittal. Deal value of the
acquisition is US$250 million (approx.) Representation of the Board of
Directors of Serm Suk in connection with three tender offers
for securities which were launched by Pepsi-Cola, SS National Logistics and Thai Beverage Logistics.
WC&P also advised regarding the exclusive bottling appointment agreement between the company and
PepsiCo Group. Representation of GMM Grammy Public Company Limited in its joint venture with CJO, a Korean company, with respect to a home
shopping business. Representation of PTT Public Company Limited in its entering into a joint venture agreement with Mitsubishi Chemical
Corporation. Representation of PTT Public Company Limited and its subsidiary, PTT Retail
Business Co., Ltd., in the acquisition of 51% of the shares in
Thai Lube Blending Co., Ltd. from its partners, Total Oil (Thailand) Co., Ltd. and a group of
individuals. Deal value is approx. Thai Baht 160 million (US$4.57 million). Representation of KKR Asia Limited in the acquisition of its subsidiary,
MMI Holdings Limited, of shares in the Metalform Group, which has subsidiaries in Singapore,
China and Thailand, from CGL Holdings Limited and Metalform International Limited. Deal value for
the share purchase in the Thai subsidiary, Metalform Asia (Thailand) Co., Ltd. is US$63.2
million. Representation of KKR Asia Limited in providing due
diligence on Finspace S.A., a pipe manufacturer and a subsidiary of the Canadoil
Group. - Representation of Mega
Fortune International Ltd. (a Cayman entity and subsidiary of P3 Global Energy Co. Ltd, a
Thai entity) in connection with structuring a JV arrangement and acquisition and exploration rights
in LNG projects in the Independent State of Papua New Guinea.
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