THAILAND Trends and Developments Contributed by: Tokuhiro Matsunaga and Siriwan Nopareporn, SCL Nishimura & Asahi Limited
SCL Nishimura & Asahi Limited 34th Floor, Athenee Tower 63 Wireless Road Lumpini Pathumwan Bangkok 10330 Thailand Tel: +66 2 126 9100
Email: info@nishimura.com Web: www.nishimura.com
Since the implementation of the Trade Competition Act, B.E. 2560 (2017) (TCA) in October 2017, Thai - land’s merger control framework has exhibited nota - ble stability; there were no significant amendments or substantial shifts in the regulatory approach in 2025. The TCA faced some challenges at the time of initial implementation due to ambiguities in interpretation and application. However, enhanced clarity about merger filing procedures has been attained through rulings issued by the Trade Competition Commission (“Commission”). Overview of Merger Filing Process in Thailand In Thailand, a merger filing is required when a business operator merges with another business operator. It is important to note that not all entities qualify as “busi - ness operators” under the TCA: the designation is lim - ited to vendors, producers engaged in sales, individu - als who place orders or import goods into Thailand for sale, purchasers involved in the production or resale of goods, and service providers operating within a business framework. Consequently, a holding compa - ny does not fall within the classification of “business operator” and may not be subject to the merger filing requirements unless it controls subsidiaries that meet the definition of “business operator”. The Commission has also determined that a business operator must either be established in Thailand or have a subsidi - ary company based in Thailand. Based on this limited interpretation, it is not necessary to submit a merger filing in the event of a merger involving a foreign entity that does not have a subsidiary in Thailand, even if it generates income in Thailand.
For purposes of merger control, a “merger” is trig - gered if a transaction meets the following criteria. • A consolidation of producers with producers, distributors with distributors, producers with dis - tributors, or service providers with service provid - ers, resulting in one business that continues and another that ceases to exist, or the formation of a new business. • An acquisition of part or all of the assets of another business, with the goal of controlling business policy, management or administration. Specifi - cally, acquiring assets used in the ordinary course of business from another operator, in an amount equal to more than 50% of the total value of the transferring operator’s assets, based on the rel - evant operator’s most recent fiscal year accounts, is classified as the purchase of assets for the pur - pose of controlling business policy, administration or management. The value of the assets acquired is determined based on their book value as of the date of the agreement or acquisition, as applicable. • The acquisition of part or all of the shares of another business, whether conducted directly or indirectly, with the goal of gaining control over business policy, management or administration, including: (a) in the case of a Thai listed company, the acqui - sition or obtaining of shares, warrants or other securities convertible into shares on any given day, resulting in an increase in the total voting rights held in a business operator subject to the Securities and Exchange Act to 25% or more; or
651 CHAMBERS.COM
Powered by FlippingBook