Corporate / M&A

In many cases, in the developing countries of South East Asia, deal structures are essentially non-existence and we thrive on the challenges of devising new creative and complex deal structures and plan steps for their implementation in order to achieve the desired results for our clients. We cover all aspects of corporate and business services from the inception of a corporate entity to the handling of all of its legal aspects of its day-to-day operations, including but not limited, to incorporation matters, corporate governance & compliance, ongoing corporate financing needs, ongoing corporate relationships with its customers, suppliers and distributors, etc., and ancillary supporting areas such as competition law, IP, real- estate employment and environmental whilst opting to optimize efficiency, reduce costs and increase effective deal execution.

Areas of Expertise:

  • Foreign Direct Investment (FDI)
  • Establishment/Incorporation of various Entities
  • Constitutional Documents, Shareholders & Board of Directors Resolutions, Directors & Officers Liability
  • Bid/Tender Offers
  • M&A (Joint ventures, Acquisitions & Leveraged Buyouts, Equity Investments, Mergers and Reorganizations, etc.)
  • Due Diligence
  • Licenses & Permits
  • Contracts/Commercial Agreements

Recent Experience

  • Representation of a beverage conglomerate on the entry into the industry sector in Myanmar with a local partner. This highly complex and multi-phased transaction included domestic and international jurisdictional issues, production of investment and equity injection structure, key documentation of ASPA, SPAs and JV agreements, liaising with governmental and regional authorities, and production of ancillary documents including asset and personnel transfer documents, IP related documents and escrow and security documents.
  • Representation of Real Estate Capital Asia Partners, L.P. (RECAP), a private real-estate fund, on a multi-phased transaction initially resulting in execution of a sale and purchase agreement between RECAP and Outrigger Global Holdings (Outrigger) following which RECAP sold Laguna Beach Resort in Phuket to Outrigger through an ‘entire business transfer’ transaction. The deal value was approx. US$118 million.
  • Representation of Charoen Pokphand Foods Public Company Limited (CPF), Thailand’s leading agribusiness and food conglomerate, in respect of its acquisition of 74% of the shares of CP Pokphand Company Limited (CPP), a company listed on the Hong Kong Stock Exchange. Funding of the transaction occurred in two stages for a total investment of approximately US$ 2.17 billion. WC&P also advised CPF on financing of the transaction with a US$740 million syndicated loan led by Bangkok Bank as arranger, which included Bangkok Bank, Krung Thai Bank, CIMB Bank and ICBC (Thailand) as lenders. The acquisition aimed at consolidating the structure of CPF group and involved business entities across Asia, particularly in China and Vietnam.
  • Representation of a leading international manufacturer of pressure vessels for the containment of propane, compressed air, and chemicals on its potential acquisition of one of the largest gas cylinder and tank producers in Thailand.
  • Representation of and advising Siam Commercial Bank Public Company Limited on its acquisition of the insurance business of Siam Commercial New York Life Insurance Public Company Limited from its shareholders.
  • Representation of Berli Jucker Company (BJC) on the potential acquisition of the Carrefour (Thailand) hyper-market chain of supermarkets in which BJC was one of the front-runners.
  • Representation of BJC, one of Bangkok’s 50 largest SET listed companies, on various technical assistance agreements with a Malaysian glass manufacturer.
  • Representation of GMM Grammy Public Company Limited, a leading Thai media company, on its entry into a broadcasting rights agreement with UEFA.
  • Representation of RRB Group Private Co., Ltd., the owner of the ‘Lebua’ brand chain of hotels, and preparation of a Hotel Management Agreement with another entity for the management of a chain of hotels in India.
  • Institute for Policy Interaction. Drafting constitutional documents and ancillary documents, conducting research and generally advising the client regarding the sustainable management of natural resources.
  • Clients included: banks, companies from the health food, energy, IT & Telecommunications, property, shipping and Formula 1 motor racing industry sectors. Also, provided Israeli law advice regarding the legal position concerning securitisation involving Israeli debtors.