THAILAND Law and Practice Contributed by: Sunyaluck Chaikajornwat, Chumpicha Vivitasevi, Pratumporn Somboonpoonpol and Threenuch Semaming, Weerawong, Chinnavat & Partners Ltd
industrials and healthcare is driving concentrated deal activity and reinforcing investor focus on scal - able, policy-aligned assets. Construction and logistics-related transactions fur - ther contributed to overall deal momentum, reflecting ongoing infrastructure development and supply chain optimisation across the region (see 1.3 Key Industries for more details). 1.3 Key Industries In addition to continued activity in the TMT and ener - gy sectors in 2025, joint ventures remained central to real estate and hospitality transactions. Construction- and logistics-related deals also supported sustained momentum in Thailand’s M&A market amid evolving economic conditions. Several high-profile deals were initiated and/or con - cluded throughout 2025, including the following. • Divestment of ITD Cementation India by Italian- Thai Development Public Company Limited: Italian-Thai Development Public Company Limited completed the sale of its 46.64% stake in ITD Cementation India Limited, its listed Indian infra - structure and construction subsidiary, to Renew Exim DMCC. The transaction, completed in May 2025, was valued at approximately THB11.8 bil - lion (USD351 million) and constituted a significant cross-border disposal by a Thai listed company. The deal formed part of ITD’s capital management and strategic realignment efforts. • Strategic joint venture between Berli Jucker Logis - tics and DHL Supply Chain (Thailand): Berli Jucker Logistics Co, Ltd (BJL), a subsidiary of Berli Jucker Public Company Limited, entered into a joint ven - ture agreement with DHL Supply Chain (Thailand) to elevate logistics and supply chain operations to global standards. The partnership is intended to strengthen BJL’s logistics platform and expand its capabilities in high-growth sectors, particularly healthcare and animal health, where logistics oper - ations require specialised infrastructure, stricter regulatory compliance and temperature-controlled distribution. • Big lot acquisition of SPCG shares by a major shareholder: Ms Wandee Khunchornyakong com -
pleted an additional acquisition of approximately 95 million shares, equivalent to 8.9% of SPCG Public Company Limited (SPCG), a leading renew - able energy company listed on the Stock Exchange of Thailand (SET), through a big lot transaction valued at approximately THB1,258 million (USD36 million). The transaction reflects a strategic invest - ment aimed at reinforcing long-term commitment to SPCG’s renewable energy platform and enhanc - ing investor confidence in the company’s stability and consistent dividend-paying capacity. Follow - ing the acquisition, Ms Wandee Khunchornyakong increased her shareholding in SPCG to approxi - mately 46%, further consolidating her position as a key shareholder. A share acquisition is the primary means of acquiring a company. It is less complicated, much quicker and has fewer legal implications than asset sales. 2.2 Primary Regulators The primary regulator in the acquisition of shares of public companies listed on the SET is the Securi - ties and Exchange Commission (SEC). This regulator applies the Securities and Exchange Act (the “SEC Act”) and regulations issued thereunder, as well as the Public Limited Companies Act (PLCA). The PLCA gov - erns both listed and non-listed public companies and stipulates the required corporate actions to be taken prior to engaging in significant matters (eg, obtaining shareholders’ approval as a prerequisite for divesting or acquiring a business or material assets, or amalga - mation). The filing and disclosure obligations for such share acquisitions are outlined in the governing laws and regulations. With respect to merger control, the Trade Competi - tion Commission (TCC) generally has the authority to oversee and regulate M&A activities in industries that are not governed by specific laws in Thailand (ie, the telecommunications, broadcasting and television, and energy sectors). 2. Overview of Regulatory Field 2.1 Acquiring a Company
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