Global M&A Trends Report |
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Thailand |
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(Asia Pacific)
Firm
Tilleke & Gibbins
Contributors
Charupat Boon-Long |
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| With respect to private M&A, what are three things on top of mind for M&A practitioners in your jurisdiction? | Three things top of mind for private M&A practitioners in Thailand are:
Due to the legal and regulatory restrictions on foreign ownership, one of the most important aspects for primary consideration is foreign investment restriction and percentage. This helps enable transaction structuring and corporate governance. Subsequently, legal due diligence helps to understand if the target has any liability that may affect the transaction structure. (e.g. share deal vs. asset deal). |
| With respect to private M&A, where does your jurisdiction see most deal activity? | Most private M&A deal activity is categorized as mid-market. |
| With respect to private M&A, what sector sees the most deal activity in your jurisdiction? | Most private M&A deal activity is seen in the Energy sector. |
| What are your predictions for private M&A deal volume in your jurisdiction during 2024? | Private M&A deal volume in 2024 is predicted to be greater than 2023 deal activity, due to the potential economic outlook for 2024, we may expect a few limited public offerings in 2024. Accordingly, investors who plan to exit and divest may have to do so through the trade sale to potential buyers. Also, the limitations and difficulties for startups and SMEs in finding the source of funds through traditional banking or fundraising will make them look for potential M&A buyers in order to continue financing the business. |
| With respect to public M&A, what are three things on top of mind for M&A practitioners in your jurisdiction? | Three things top of mind for public M&A practitioners in Thailand are:
In general, the important issues for considering a private M&A transaction mentioned previously will equally apply to a public M&A transaction. However, in a public M&A transaction, additional regulatory issues would have to be considered depending on whether any of the participating parties (e.g. buyer, seller or target entity) is a publicly listed company. Such additional regulatory issues may include rules and regulations on (a) enhanced fiduciary duties of the board of directors, (b) related party transactions, (c) acquisition and disposal of material assets and (d) disclosure requirements. |
| With respect to public M&A, where does your jurisdiction see most deal activity? | Most public M&A deal activity is categorized as both top-tier and mid-market size. However, in terms of deal size and deal value, we see large deal size and value transactions in both public and private M&A transactions. |
| With respect to public M&A, what sector sees the most deal activity in your jurisdiction? | Most public M&A deal activity is seen in the Energy sector. |
| What are your predictions for public M&A deal volume in your jurisdiction during 2024? | Public M&A deal volume in 2024 is predicted to be greater than 2023 deal activity, due to the potential economic outlook for 2024, we may expect a few limited public offerings in 2024. Accordingly, investors who plan to exit and divest may have to do so through the trade sale to potential buyers. Also, the limitations and difficulties for startups and SMEs in finding the source of funds through traditional banking or fundraising will make them look for potential M&A buyers in order to continue financing the business. |
| Please share any other insights with respect to M&A in your jurisdiction: | For Thailand, ESG factors have gained an increasing awareness and relevance in M&A transactions. Therefore, ESG elements have been greatly considered and included as part of the structuring of the transaction and deal negotiations. While in recent years, digital assets and digital transformation sectors have been the highlight of the M&A activities in Thailand, there may be an increase in deals for M&A in the health and Healthcare Technology, Renewable Energy and Green Energy sectors for 2024. |
Global M&A Trends Report
Three things top of mind for private M&A practitioners in Thailand are:
- Legal/general: legal due diligence
- Legal/general: transaction structuring
- Regulatory: national security and foreign investment restrictions
Due to the legal and regulatory restrictions on foreign ownership, one of the most important aspects for primary consideration is foreign investment restriction and percentage. This helps enable transaction structuring and corporate governance. Subsequently, legal due diligence helps to understand if the target has any liability that may affect the transaction structure. (e.g. share deal vs. asset deal).
Most private M&A deal activity is categorized as mid-market.
Most private M&A deal activity is seen in the Energy sector.
Private M&A deal volume in 2024 is predicted to be greater than 2023 deal activity, due to the potential economic outlook for 2024, we may expect a few limited public offerings in 2024. Accordingly, investors who plan to exit and divest may have to do so through the trade sale to potential buyers. Also, the limitations and difficulties for startups and SMEs in finding the source of funds through traditional banking or fundraising will make them look for potential M&A buyers in order to continue financing the business.
Three things top of mind for public M&A practitioners in Thailand are:
- Legal/general: legal due diligence
- Legal/general: transaction structuring
- Regulatory: national security and foreign investment restrictions
In general, the important issues for considering a private M&A transaction mentioned previously will equally apply to a public M&A transaction. However, in a public M&A transaction, additional regulatory issues would have to be considered depending on whether any of the participating parties (e.g. buyer, seller or target entity) is a publicly listed company. Such additional regulatory issues may include rules and regulations on (a) enhanced fiduciary duties of the board of directors, (b) related party transactions, (c) acquisition and disposal of material assets and (d) disclosure requirements.
Most public M&A deal activity is categorized as both top-tier and mid-market size. However, in terms of deal size and deal value, we see large deal size and value transactions in both public and private M&A transactions.
Most public M&A deal activity is seen in the Energy sector.
Public M&A deal volume in 2024 is predicted to be greater than 2023 deal activity, due to the potential economic outlook for 2024, we may expect a few limited public offerings in 2024. Accordingly, investors who plan to exit and divest may have to do so through the trade sale to potential buyers. Also, the limitations and difficulties for startups and SMEs in finding the source of funds through traditional banking or fundraising will make them look for potential M&A buyers in order to continue financing the business.
For Thailand, ESG factors have gained an increasing awareness and relevance in M&A transactions. Therefore, ESG elements have been greatly considered and included as part of the structuring of the transaction and deal negotiations. While in recent years, digital assets and digital transformation sectors have been the highlight of the M&A activities in Thailand, there may be an increase in deals for M&A in the health and Healthcare Technology, Renewable Energy and Green Energy sectors for 2024.