This chapter outlines legal aspects of mergers and acquisition (“M&A”) transactions in Thailand, including certain noteworthy aspects applicable to M&A transactions specific to the nature of Thai laws.
In Thailand, the commonly used structures for acquisition of a business or company are (i) acquisition of shares, (ii) business transfers, and (iii) amalgamation where two companies are amalgamated into a new company (A + B = C). While structuring deals through a merger (where two or more companies merge and one merging company survives (A + B = A or B) is recognized in other jurisdictions, but currently this type of merger is not permitted under Thai law. However, a draft legislation to amend the Civil and Commercial Code of Thailand (the “Amendment”) recently approved by the Parliament would permit this type of merger, including a mechanism whereby the dissenting shareholders would be provided with an option to sell their shares to a purchaser who is generally a controlling shareholder of the amalgamated/merged company (while other third party purchaser is also permissible). The Amendment will become effective after the lapse of 90 days from the publication in the Government Gazette, which the date of publication is expected soon.
