THAILAND Law and Practice Contributed by: John Formichella, Naytiwut Jamallsawat, Onnicha Khongthon and Supitchaya Akeyati, Formichella & Sritawat Attorneys at Law
6.5 Common Conditions for a Takeover Offer/ Tender Offer The following are standard: • regulatory approvals; • minimum acceptance conditions (usually 50%– 90%); • absence of material adverse change; and • no competing offer. 6.6 Deal Documentation The offer document (Form 247-4) and the independ- ent financial adviser’s opinion must be filed with and approved by the SEC. Documentation typically addresses strategic rationale, financing sources, post- acquisition plans and specific risks for technology businesses, such as data protection and integration of proprietary platforms. 6.7 Minimum Acceptance Conditions Offerors typically impose a 50%–75% minimum acceptance to obtain effective control or satisfy delist- ing thresholds. These may be waived subject to take- over rule compliance. Failure to meet the threshold generally results in the offer lapsing. Pre-bid undertak- ings from major shareholders are common. 6.8 Squeeze-Out Mechanisms Thailand does not provide an automatic statutory squeeze-out right. Acquirers instead pursue super- majority control to complete delisting and then imple- ment an amalgamation or statutory merger, or negoti- ate buyouts with remaining minorities. 6.9 Requirement to Have Certain Funds/ Financing to Launch a Takeover Offer Cash offers require bank confirmation or escrow before SEC approval. 6.10 Types of Deal Protection Measures Break fees (1%–2% of equity value) are permitted if approved by independent directors. Exclusivity and no-shop clauses are routine. 6.11 Additional Governance Rights Pre-bid undertakings, voting agreements and board- nomination rights are commonly negotiated.
ings may be required depending on the parties’ turno- ver and market share. 5.4 Timing and Tax Authority Ruling Advance tax rulings typically take two to four months and are recommended to confirm the entire-business- transfer treatment. 6. Acquisitions of Public (Exchange- Listed) Technology Companies 6.1 Stakebuilding Investors may acquire up to just below 5% without disclosure. Crossing 5% triggers an immediate filing, with disclosure required for each subsequent 1% increase. Derivatives and contract for difference (CFD) exposure count towards thresholds. 6.2 Mandatory Offer Mandatory tender offers are triggered at 25%, 50% or 75% of voting rights. The offer price must be at least the highest price paid in the prior 90 days or the 15-day volume-weighted average. 6.3 Transaction Structures Thailand relies primarily on voluntary and mandatory tender offers. Acquirers seeking full ownership com- monly follow a staged route: acquire control through an initial tender (often 50%–75%), conduct a delisting tender, and subsequently complete an amalgamation or statutory merger to consolidate minority interests. Tender offers are efficient for acquiring control without requiring full ownership upfront. Delisting and follow- on restructurings require supermajority approval and careful sequencing. Cross-border acquirers must also assess implications of the Foreign Business Act and sector-specific restrictions (telecoms, payments, data-sensitive sectors). 6.4 Consideration and Minimum Price Cash, listed securities or hybrid consideration may be used. The Securities and Exchange Commission (SEC) imposes a 90-day look-back rule and requires an independent financial adviser’s opinion.
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