Mergers and Acquisitions
There is merger when two companies combine into a single business organization. On the other hand, an acquisition refers to the process of purchasing another firm. Acquisitions are also known as takeovers and could be both friendly and hostile.
During acquisitions, the process could be very complicated and time consuming. Investors are highly recommended to consult with a professional Thai lawyer who could help you for accomplished result.
Typical 4 stages in Mergers & Acquisitions
- Parties enter into a Memorandum of Understanding (MOU) or Letter of Intent (LOI). In this stage, the confidentiality terms along with the binding terms should be stipulated under MOU.
- The buyer checks various issues within the target company via due diligence concerns with the business, property, legality and finance, etc.
- After due diligence process, parties enter the buy-sell negotiation. Any concerns from the due diligence will be negotiated and settled.
- Parties prepare the Sales and Purchase Agreements and any other related documents ready to be signed and affixed the company seal. The signed agreements are validated under Civil and Commercial Code of Thailand.
Processes of mergers are the following
- Each company invites their shareholders to a meeting and conducts a special Resolution of merger with the vote of not less than ¾ of the total shares of those present in the meeting. Fourteen (14) days before the meeting, a notice must be mailed to the shareholders detailing the meeting announcing it in the local newspaper.
- Each company registers a Special Resolution of merger within 14 days after obtaining such resolution.
- Each company advertises the intention to merge in a local newspaper at least once.
- Each company has to send a registered mail to their company to have an opposition within 60 days.
- After 60 days of sending such announcement or notification, a shareholders meeting for both companies must be considered for any details of the newly merged companies.
- The new merged company could be registered within 14 days since the merged resolution is approved.