Mergers and acquisitions (M&A) in Thailand offer strategic opportunities for businesses to expand, but the process involves complex legal, financial, and regulatory considerations. With Thailand’s M&A market reaching THB 300 billion in 2024, understanding the landscape is crucial for success. At TCG Thailand, we provide expert guidance to ensure your M&A transactions are seamless and compliant. This guide explores the key steps and challenges of M&A in Thailand, helping you achieve your business goals.
Why M&A Is Growing in Thailand
Thailand’s M&A market has seen steady growth, driven by sectors like technology, healthcare, and renewable energy. In 2024, the country recorded 120 M&A deals, a 15% increase from 2023, according to the Stock Exchange of Thailand (SET). The government’s support through the Eastern Economic Corridor (EEC) and tax incentives under the Revenue Code (e.g., exemptions on capital gains for certain restructurings) makes Thailand attractive for M&A. However, the Civil and Commercial Code (CCC) and the Public Limited Companies Act B.E. 2535 govern M&A transactions, requiring careful compliance to avoid legal disputes or regulatory penalties.
Key Steps in an M&A Transaction
An M&A in Thailand typically involves several stages. First, conduct due diligence to assess the target company’s financials, legal standing, and liabilities, ensuring compliance with the Securities and Exchange Act B.E. 2535. This step can take 4–8 weeks and costs THB 500,000–2 million, depending on complexity. Second, negotiate the deal structure—mergers (combining two companies) or acquisitions (buying a controlling stake)—and draft agreements, such as a Share Purchase Agreement (SPA). Third, obtain regulatory approvals, such as from the Office of the Trade Competition Commission if the deal impacts market competition, as per the Trade Competition Act B.E. 2560. Finally, complete the transaction, including share transfers and registration with the Department of Business Development (DBD), which takes 1–2 weeks.
Challenges in Thailand’s M&A Market
Foreign investors face challenges like ownership restrictions under the Foreign Business Act B.E. 2542, which limits foreign ownership to 49% in certain sectors unless a Foreign Business License (FBL) is obtained. Cultural differences and language barriers can also complicate negotiations, while tax implications—such as stamp duties (0.1% of transaction value) and potential capital gains tax (15% for individuals)—require careful planning. In 2024, 10% of M&A deals faced delays due to regulatory hurdles, highlighting the need for expert support to navigate these complexities.
How TCG Thailand Supports Your M&A Goals
At TCG Thailand, we provide end-to-end M&A support, from due diligence to deal closure. Our team ensures compliance with Thai laws, negotiates favorable terms, and manages regulatory approvals, minimizing risks. In 2024, we facilitated a THB 50 million acquisition for a Singapore-based tech firm, completing the process in just 6 weeks. With over 27 years of experience, we help you achieve your strategic objectives while maximizing value in Thailand’s competitive M&A market.
