{"text_format":"2","workbook":"xlsx","n_sheets":2,"sheets":["Coversheet","Lex Mundi Global Merger Notific"],"not_rendered":{"charts":0,"images":1,"macros":0,"external_links":0,"defined_names":0,"comments":0,"pivot_tables":0},"unopened":[],"bounds":{"document_bytes":16777216,"sheet_cells":100000,"run_cost":"one","rows_first":2000,"rows_last":500,"rows_between":2000,"halvings":0,"cell_chars":16384,"cell_head_chars":4096},"cells_cut":0,"cells_raw":0,"read":"whole","date_system":"1900"}

{"sheet":"Coversheet","index":0,"n_rows":12,"n_cols":3,"rows_kept":12,"cut":false,"hidden":false,"merged":[]}
[]
[]
[null,"Prepared By:","Contributors:"]
[null,"Tilleke & Gibbins","Kobkit Thienpreecha"]
[]
[]
[]
["Lex Mundi Global Merger Notification Guide"]
[]
["Report Generated: 5/1/2025"]
[]
["View your report results on next tab"]

{"sheet":"Lex Mundi Global Merger Notific","index":1,"n_rows":25,"n_cols":2,"rows_kept":25,"cut":false,"hidden":false,"merged":[]}
["Question","Thailand"]
["Lex Mundi Merger Notification"]
["Is there a regulatory regime applicable to mergers and similar transactions?","Yes. Thailand reformed its competition law in 2017 with the introduction of the \nTrade Competition Act, B.E. 2560 (2017) (\"\nTCA\"), which contains an amended merger control regulation.\nCorresponding subordinate legislation clarifying key definitions, criteria, and procedural rules for statutory merger filing requirements led to the full implementation and enforcement of the merger control regime in Thailand starting December 29, 2018.\nHowever, if merger control regulations appear in sector-specific regulations (such as financial institutions, aviation, energy, insurance, telecommunications, etc.), the merger provisions in the \nTCA will not apply.\n"]
["Identify the applicable national regulatory agency/agencies.","The Trade Competition Commission of Thailand (\"\nTCCT\") is the competition authority, which has the authority to issue subordinate regulations and guidelines and consider merger cases and complaints. The administrative office manages administrative work in support of the \nTCCT, including the acceptance of merger filing applications, forms, and supporting documents. \n"]
["Is there a supranational regulatory agency (e.g., the European Commission) that has, or may have exclusive competence? If so, indicate.","No. There is no supranational agency in this regard.\n\n\n \n"]
["Are there merger filing requirements? If so, where are they set out?","A merger may be subject to either pre-merger approval or post-merger notification filing requirements under the \nTCA if the relevant criteria on market share and sale turnover prescribed under the subordinate regulations are met.\n"]
["What kinds of transactions are \"caught\" by the national rules? (Identify any notable exceptions.)"," A “merger,” which is subject to merger filing requirements, is defined as any of the following transactions: \n\n \n\t Merger among producers, sellers, producers and sellers, or service providers, resulting in one business remaining and the other business terminating, or a new business coming into existence;    \n\t Acquisition of another business’ assets used in that business’ normal operations during the previous fiscal year in order to control its policy, business administration, direction, or management; or   \n\t Acquisition of all or part of the stocks of the other business, whether directly or indirectly, in order to control policy, business administration, direction, or management. \n \n"]
["Is notification required for minority investments?","Minority investments (i.e., acquisition of shares and assets below the statutory threshold) do not fall within the ambit of merger filing requirements.\n"]
["Are foreign-to-foreign transactions captured by the merger control regime, and is there a local effects test?","The \nTCCT has interpreted the \nTCA and subordinate regulations as meaning that foreign-to-foreign transactions may trigger merger filing requirements in Thailand if the merging parties conduct any income-generating business activities in Thailand or sell products or services into the Thai market through their local subsidiaries or affiliates in the same corporate group under the principle of single economic entity and the relevant criteria on market share and sale turnover in Thailand are met. However, the rulings on foreign-to-foreign mergers are still at a developmental stage. Further consultation with local counsel and in-depth merger control analysis is recommended.\n"]
["What are the relevant thresholds for notification?"," There are two merger filing regimes that set out different thresholds and criteria: \n \n Pre-merger approval. Any merger that may result in a “monopoly” or “market dominance” position requires prior approval from the TCCT . \n Post-merger notification. Any “merger resulting in substantial lessening of competition” must be reported to the TCCT within seven days from the date of the merger. \n \n Key Definitions and Threshold \n \n Monopoly: When a sole business operator in a certain market, with a turnover of THB 1 billion or more, has the power to independently determine the prices and quantity of their products or services. \n Market Dominance: \n \n \n When a business operator with a turnover of THB 1 billion or more in the previous year, in a certain market for products or services, acquires a market share of 50 percent or more; or \n When the top three business operators in a certain market for products or services, acquire a market share totaling 75 percent or more in the previous year, with the exception of any business operator whose turnover in the past year was below THB 1 billion or whose market share in the past year was below 10 percent. \n \n \n Merger resulting in a substantial lessening of competition: A merger transaction in which the total turnover of any, or all, of the business operators to be merged in a certain market, is THB 1 billion or more, but which does not result in either a monopoly or a market dominance position. \n "]
["Is the filing voluntary or mandatory?","Unless an exemption applies, it is mandatory to fulfil the merger filing duties.\n"]
["Provide the time in which a filing must be made.","For pre-merger approval, the merging parties need to seek approval before proceeding to the closing. For post-merger notification, the merging parties must submit the notification together with all required information and documents to the \nTCCT within seven days from the date of the merger (generally the closing date). \n"]
["Is there an automatic waiting period? If so, please specify.","No, there is no automatic waiting period. \n"]
["What are the form and content of the initial filing?","The corresponding subordinate regulations prescribe the application form for both pre-merger approval and post-merger notification. The forms are only in Thai and can be downloaded from the \nTCCT website at \nhttps://www.tcct.or.th/view/1/manual_form/TH-TH.\n"]
["Are filing fees required?","The fee for pre-merger approval is THB 250,000 per transaction. There is no statutory fee for the post-merger notification.\n"]
["Please provide an overview of the merger review process. Are there time limits within which the regulatory agency must act? Can they be shortened by the parties or be extended by the regulatory agency?","For pre-merger approval, the \nTCCT has 90 days (extendable for a further 15 days) to consider the application and make a determination.  For post-merger notification, the filing must be made within seven days after the merger occurs, and there will be no consideration but only acceptance by the \nTCCT.\n"]
["What is the substantive test for clearance?","For approval clearance, the\n TCCT will take into account a number of factors including impact on the relevant market, market concentration, barriers to market entry and expansion, effects on competition from non-coordinated and coordinated effects, commercial/business necessity, potential damage to the economy, and impact on consumer welfare.\n"]
["What decisions can the agency make in relation to a notified merger (e.g. approval, approval with conditions or prohibition)?","For pre-merger approval, the \nTCCT can approve the merger, reject the merger, or approve it with conditions.\n"]
["Can parties proactively offer commitments to the agency to remedy identified competition concerns?","The wording of the \nTCA appears not to contemplate that business operators could proactively propose solutions to competition concerns that the \nTCCT may identify. So far, the most high-profile \nTCCT decision approving a merger seems to suggest that the conditions attached to the approval were solely determined and imposed by the \nTCCT, and not voluntarily offered by the merging parties. \n"]
["Describe the sanctions for not filing or filing an incorrect/incomplete notification."," \n\t \n\t\t \n\t\t\t Type of Merger Filing \n\t\t\t Maximum Penalty for Non-Compliance \n\t\t \n\t\t \n\t\t\t Pre-merger approval \n\t\t\t \n\t\t\t Administrative fine: \n\n\t\t\t 0.5% of the total value of the merger transaction \n\t\t\t \n\t\t \n\t\t \n\t\t\t Post-merger notification \n\t\t\t \n\t\t\t Administrative fine: \n\n\t\t\t THB 200,000; and \n\t\t\tTHB 10,000 per day during the violation period \n\t\t\t \n\t\t \n\t \n \n\n   \n"]
["Describe the penalties applicable to the implementation of a merger before clearance or of a prohibited merger.","Please see the previous section. \n"]
["Can the agency review and/or challenge mergers that are not notifiable?","If a merger qualifies for a statutory exemption or does not reach the statutory threshold and is not subject to merger filing duties, the \nTCCT would not have the authority to challenge it. \n"]
["Describe the procedures if the agency wants to challenge an unnotified transaction.","As noted above, such transactions appear not to be challengeable, and there has been no instance of the \nTCCT challenging a non-notifiable merger.\n"]
["Describe, briefly, your assessment of the regulatory agency's current attitudes/activities, including enforcement trends and recent developments.","While enforcement is primarily complaint-driven, the \nTCCT has been increasingly active in adopting the relevant guidelines and enforcing the provisions on both antitrust/competition and merger control. There have been a number of cases of the \nTCCT imposing fines on merging parties that failed to notify their mergers. The \nTCCT has continued its market surveys and sector inquiries in order to build up its own database and monitor parties’ behavior and concentration in relevant markets.\n"]
["Other important/notable information:","Merging parties should conduct a merger control analysis of any prospective transactions—including foreign-to-foreign—that could possibly result in triggering merger filing requirements in Thailand. This should be carried out at least two months prior to the closing of the merger transaction.\n"]