THAILAND Trends and Developments Contributed by: Tokuhiro Matsunaga and Siriwan Nopareporn, SCL Nishimura & Asahi Limited
Merger Filings From 2024 to2026 In 2024, a total of 21 merger filings were submit - ted to the Trade Competition Commission of Thai - land (TCCT), with a combined transaction value of THB599.71 billion. Among these filings, 20 were categorised as requiring post-merger notifications, which collectively represented a transaction value of THB373.77 billion. The remaining four filings required pre-merger approval, and had a combined transac - tion value of THB225.94 billion. This distribution indi - cates that the majority of merger activity in 2024 did not fall within the scope of transactions expected to create dominant market positions or monopolies, as post-merger notifications are typically applicable to transactions that do not meet the thresholds requir - ing pre-merger review. Nevertheless, the substantial transaction values recorded in both categories high - light a vigorous level of merger activity, with post- merger transactions contributing a larger proportion to the total transaction value. During 2025, a total of 24 merger filings were submit - ted to the TCCT, with an aggregate transaction value of THB1.25 trillion, slightly surpassing the total for the previous year. Of these, 20 were post-merger notifica - tions, reflecting a transaction value of THB1.24 trillion. Four required pre-merger approval, with an aggregate a transaction value of THB 10.62 billion. This consist - ency in the ratio of post-merger notifications to pre- merger approvals could suggest a stable regulatory environment or similar market dynamics year-on-year. However, the slight uptick in total filings may signal increased merger activity, possibly in anticipation of forthcoming regulatory changes or market consolida - tion trends. The data highlights the ongoing importance of pre- merger and post-merger procedures under Thai competition law. Given the large transaction values associated with post-merger notifications, a signifi - cant portion of market activity is subject to ex post review, suggesting a broader interpretation of mar - ket relevance by the Commission for merger filings. In addition, the comparison between the two years emphasises the need for businesses to stay alert to filing requirements as the regulatory landscape chang - es, including updates to market share thresholds and stricter criteria for merger review.
If an acquirer fails to submit a merger filing and the authorities subsequently become aware of the omis - sion, the following penalties for non-compliance with pre-merger approval and post-merger notification requirements apply. • Failure to submit a post-merger notification is sub - ject to an administrative fine of up to THB200,000, in addition to a daily fine of up to THB10,000 for the duration of the non-compliance. • Failure to secure pre-merger approval as required is subject to an administrative fine of up to 0.5% of the transaction value of the merger. • If the violation is perpetrated by a legal entity, and if the offence occurs at the direction or oversight of a director, manager or responsible party, or if such an individual fails to fulfil their responsibilities, the relevant individual is also subject to the penalties applicable to the relevant offence. New Criteria to Identify Business Operators With Dominant Positions On 16 December 2025, the Thai Royal Gazette pub - lished a new criterion for identifying business opera - tors with a dominant position, raising the market share threshold in the second bullet point below from 10% to 20%. Effective as of 17 December 2025, a merger will require pre-merger approval if it meets one of the following criteria. • A business operator was engaged in the market for a specific product or service, and possessed a market share of 50% or more in that market, during the previous year (ie, from 1 January to 31 Decem - ber 2025, if the transaction will occur in 2026), and achieved sales revenue of THB1 billion or more during the same timeframe. • A business operator ranks among the top three business operators that possessed a combined market share of 75% or more in the market for a specific product or service during the preceding year. However, the criteria for identifying the top three business operators do not apply to any busi - ness operator that reports sales revenue of less than THB1 billion for the preceding year, or holds a market share below 20% during that year.
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