In 2025, Thailand’s M&A market remained resilient despite ongoing economic uncertainty, local political influence and more cautious lending by financial institutions. Both domestic and foreign investors continued to pursue strategic transactions, with deal activity concentrated in the industrial, technology, media and telecommunications (TMT), energy and real estate sectors.

While overall transaction volumes were variable, deal value was supported by a number of high-value and strategically significant transactions, particularly in capital-intensive and infrastructure-related sectors. Cross-border investment remained an important feature of the market, reflecting Thailand’s continued role as a regional manufacturing, logistics and digital infrastructure hub within Southeast Asia.

Overall, M&A activity in 2025 reflected a combination of portfolio rationalisation, capital management and strategic expansion, underscoring the continued role of M&A as a key tool for corporate transformation in Thailand.

Foreign capital deployment has become increasingly selective, with investors concentrating on digital infrastructure and other large-scale, infrastructure-linked sectors. Investment interest from Chinese investors in data centre projects has remained active, consistent with Thailand’s broader digital infrastructure development. It is anticipated that this trend will continue through 2026 with expansion to related supporting sectors such as rooftop solar and renewable energy.

Moreover, rather than pursuing broad-based expansion, cross-border investors have focused on scalable platforms and income-generating assets with long-term growth visibility. This shift has been accompanied by more disciplined transaction structuring, with investors favouring joint venture arrangements, minority stakes and phased investment models to allocate risk and preserve liquidity.

In the real estate and hospitality sectors, joint ventures remained particularly prominent, with developers partnering with strategic or foreign investors to support new developments and stabilise operating assets. These structures enabled project sponsors to mitigate development risk while maintaining operational involvement.

The TMT sector – particularly digital media, entertainment and technology-driven platforms – remained active, supported by demand for scalable digital ecosystems and data-driven business models. Energy transactions, including investments in established renewable energy platforms, also attracted sustained investor interest, particularly where stable cash flows and dividend visibility were present.

This aligns with broader Asia-Pacific (APAC) trends, where sector-specific momentum in technology, industrials and healthcare is driving concentrated deal activity and reinforcing investor focus on scalable, policy-aligned assets.

Construction and logistics-related transactions further contributed to overall deal momentum, reflecting ongoing infrastructure development and supply chain optimisation across the region (see 1.3 Key Industries for more details).

In addition to continued activity in the TMT and energy 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 concluded 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 infrastructure and construction subsidiary, to Renew Exim DMCC. The transaction, completed in May 2025, was valued at approximately THB11.8 billion (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 Logistics and DHL Supply Chain (Thailand): Berli Jucker Logistics Co, Ltd (BJL), a subsidiary of Berli Jucker Public Company Limited, entered into a joint venture 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 operations require specialised infrastructure, stricter regulatory compliance and temperature-controlled distribution.
• Big lot acquisition of SPCG shares by a major shareholder: Ms Wandee Khunchornyakong completed an additional acquisition of approximately 95 million shares, equivalent to 8.9% of SPCG Public Company Limited (SPCG), a leading renewable 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 investment aimed at reinforcing long-term commitment to SPCG’s renewable energy platform and enhancing investor confidence in the company’s stability and consistent dividend-paying capacity. Following the acquisition, Ms Wandee Khunchornyakong increased her shareholding in SPCG to approximately 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.

The primary regulator in the acquisition of shares of public companies listed on the SET is the Securities 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 governs 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 amalgamation). The filing and disclosure obligations for such share acquisitions are outlined in the governing laws and regulations. 

With respect to merger control, the Trade Competition 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).

In addition, M&A activity in certain sectors is regulated by specific authorities; for example, the insurance business is regulated by the Office of the Insurance Commission, banking and finance businesses by the Bank of Thailand, and the telecommunications business by the National Broadcasting and Telecommunications Commission (NBTC).

Foreign investment is generally governed by the Foreign Business Act (FBA), international treaties and privileges granted by the Board of Investment (BOI). Pursuant to the FBA, a foreign entity is prohibited from conducting certain businesses in Thailand unless it obtains a foreign business licence or foreign business certificate from the Ministry of Commerce (MOC) or qualifies for specific exemptions. For these purposes, a foreign entity includes a Thai-incorporated company with 50% or more of its shares owned by foreigners.

Certain businesses in sectors regulated by specific Thai authorities, such as finance, securities and insurance, are typically exempt from the ownership requirements of the FBA while remaining subject to foreign ownership restrictions under sector-specific legislation. In April 2025, the Thai Cabinet approved in principle a proposal to amend the FBA as part of a broader modernisation initiative aimed at enhancing national competitiveness and fostering a more investment-friendly regulatory environment. However, the proposed exemptions and broader legislative amendments remain under review and, in light of recent changes in government following the general election, no immediate legislative developments are expected in the first half of 2026 (see 3.1 Significant Court Decisions or Legal Developments for more details).

Furthermore, pursuant to the Land Code of Thailand, a foreign entity, including a Thai-incorporated company with more than 49% of its shares owned by foreigners or a majority of its shareholders (by headcount) being foreigners, is prohibited from owning land in Thailand unless, among other things, an investment promotion certificate is granted by the BOI.

The 2017 Trade Competition Act BE 2560 (TCA) is currently the primary legislation governing the merger control regime in Thailand. Any merger that meets the criteria under the TCA and relevant subordinate regulations issued thereunder is subject to the merger control process as stipulated under the TCA. This legislation also applies to state-owned enterprises, public organisations and other government agencies, but exemptions have been provided for activities specified by law or cabinet resolutions to enhance national security, public benefit or the provision of utilities.

The TCA does not apply to certain industries where merger control is already regulated by specific industry legislation (ie, the telecommunications, broadcasting and television, and energy sectors).

An important point to note regarding the merger control rules under the TCA is that it divides regulated mergers into two categories:

• those that require prior approval (pre-merger filing) from the TCC; and
• those that require TCC notification after closing (post-merger notification).

Essentially, the submission of a pre-merger filing will be required if the merger may result in a monopoly or a dominant market position. Conversely, if the merger may substantially lessen competition but does not result in a dominant market position, the merging entity (or entities) must notify the TCC within seven days after the closing date.

In 2025, the criteria for determining a “dominant market position” remained largely unchanged. The only substantive amendment, introduced in late 2025, relates to the exemption threshold under the collective dominance rule. While the top three business operators, with a combined market share of at least 75%, continue to be considered collectively dominant, an individual operator will now be exempt from being considered dominant if it has annual sales turnover in the preceding year of less than THB1 billion or a market share in the preceding year of less than 20%, increased from the previous threshold of 10%.

Further, the TCA, including the entire merger control regime, is currently under revision. Several amendment bills have been proposed by various political parties, including the Committee on Economic Development, as well as by the TCC itself. However, no definitive legislative outcome has yet been reached. Major changes could take place as early as 2026 and, as a result, there should be no substantive updates to the merger control regime until the changes come into effect.

The most significant recent development in Thailand’s labour laws as it relates to M&A activities is the 2019 Labour Protection Act BE 2562, which stipulates that for the transfer of employees during a merger or amalgamation of businesses, each employee has the right to choose whether he or she would like to transfer employment to the new employer. If the employee does not consent to such a transfer and is no longer employed by the employer, the employment will be deemed terminated, entitling the employee to severance pay.

Conversely, in the case of a share acquisition, no employee consent is required, as the legal employer remains unchanged.       

There is no national security review for acquisitions in Thailand.

A significant legal development in recent years concerns ongoing reform efforts under the FBA. In April 2025, the Thai Cabinet approved in principle recommendations submitted by the Law Development Committee through the Office of the Council of State to modernise the FBA. The proposal recognises that the FBA has been in force for nearly 25 years and was historically designed around a protectionist policy approach that no longer fully aligns with Thailand’s evolving economic and technological landscape. The reform initiative is intended to reduce regulatory obstacles, promote trade and investment, and shift the policy focus from “protection” towards strengthening the competitive capacity of Thai enterprises, particularly in future-oriented industries such as start-ups and innovation-driven businesses.

The MOC, as the responsible authority, has been tasked with co-ordinating input from relevant agencies to advance the amendment process. However, as of early 2026, both the proposed exemptions and broader legislative amendments remain under review, and the existing FBA regime continues to apply. Accordingly, parties involved in cross-border M&A transactions in Thailand should monitor these developments closely, as they may materially affect foreign investment structuring and regulatory compliance strategies.

In capital markets developments, the SEC has introduced the amended regulations governing material transactions (MTs) and related party transactions (RPTs) for listed companies and other entities subject to public offering and disclosure obligations. Under Capital Market Supervisory Board Notification Nos TorJor 45/2568 and TorJor 46/2568, the existing MT and RPT frameworks will be replaced effective 1 July 2026. The amended regulations increase legal clarity and certainty, reduce reliance on uncertain interpretation, and consolidate requirements previously dispersed across the SEC and the SET regulations. The revised MT regulations expand the scope of MTs, reduce regulatory uncertainty, extend the aggregation period, introduce enhanced minority protection mechanisms and enhance post-approval transparency through additional disclosure obligations, including periodic progress reporting to the SET. In addition, the amended RPT regulations expand regulatory scrutiny of financial assistance and special case transactions, broaden the aggregation scope for transaction size calculations, introduce enhanced minority protection mechanisms, and enhance transparency by requiring listed companies to provide periodic reporting and disclosure until completion or termination of the transaction. These amendments are expected to have practical implications for transaction structuring, shareholder approval processes and disclosure obligations in listed company M&A transactions.

Additionally, following the introduction of the amalgamation and merger scheme under Thai law, which became effective in February 2023, the Revenue Department issued a tax ruling in 2024 clarifying that the tax implications of such transactions are also applicable to an entire business transfer scheme.

There have been no significant changes to takeover law in Thailand in the past 12 months. The following measures were implemented in the past couple of years to lessen the burden for tender offerors:

• the revocation of the requirements for tender offerors to submit copies of their tender offer documents and relevant documents to the SET and the requirement to publish their tender offers in a local newspaper;
• the additional option for tender offerors to submit documents to shareholders via electronic means; and
• the new requirement for tender offerors to submit relevant reports, applications and documents to the SEC electronically, as paper-based submissions are no longer permitted.

That said, there has been a recent focus group discussion initiated by the SEC with respect to improvement of certain exemptions from the mandatory tender offer obligation. However, this is in an early stage of development, and amendments to the takeover rules are expected between 2026 and 2027.

Stakebuilding is commonly employed prior to launching a tender offer; the strategy depends on the level of control the acquirer wishes to attain. A tender offer for all the shares in a listed company is mandatory when 25%, 50% or 75% of the total voting rights in the listed company are acquired.

Any person who, whether acting individually or together with others, performs any act that results in himself/herself or another person holding securities in a listed company in an increased or decreased amount that, in aggregate, reaches every 5% of the total voting rights of the listed company, must disclose such information by submitting a report on the acquisition or disposition of the securities (Form 246-2) to the SEC within three business days after the transition (Section 246 of the SEC). Pursuant to the Notification of the Capital Market Supervisory Board, the holdings of related persons of the acquirer, persons acting in concert with the acquirer and their related persons are aggregated for the purposes of determining whether the disclosure requirement is triggered.

Directors, members of management, auditors and certain connected persons, including companies in which they hold more than 30% of the total voting rights, are obliged to disclose details of any acquisition or disposal of shares, securities whose price is linked to shares or listed derivatives (Section 59 of the SEC Act).

Moreover, from 19 February 2024, listed public companies, property funds, infrastructure funds and investment trusts are required to disclose a list of securities holders holding not less than 0.5% of the paid-up capital, provided that the list must include at least ten securities holders. Such disclosure shall be disclosed within 14 days from the book closing date or the record date, whichever is applicable.

The reporting thresholds under Thailand’s takeover rules apply uniformly to all publicly listed companies. Public companies, whether listed or not, are legally prohibited from restricting the transferability of their shares, although they may impose restrictions necessary to ensure compliance with any applicable foreign ownership restrictions. 

Dealings in derivatives are permitted, provided that any securities that may be converted into shares, including derivative warrants, shall be subject to all applicable tender offer requirements under the relevant securities laws and regulations.

Generally, disclosure of derivative transactions is not required under securities disclosure laws. However, exceptions apply in cases where the derivative is based on the shares of a listed company. In such instances, any acquisition or disposal by directors, management, auditors or individuals or entities connected thereto must be disclosed.

Currently, there are no specific provisions on derivative transactions for competition purposes. Whether the acquisition of derivatives will be subject to a pre-filing/notification obligation under the TCA depends on the transaction structure. For example, if the closing of a derivatives transaction does not result in any transfer of the underlying shares, such transaction will not trigger merger clearance in Thailand.

Shareholders are required to disclose the purpose of their acquisition and their intentions regarding control of the company.

As a general rule, the SET Information Disclosure Guidelines require the disclosure of a deal only when it is confirmed. Therefore, in practice, a listed company should disclose the deal once a definitive agreement is signed. However, there are exceptions where a company may disclose such information prematurely, such as if incorrect information that could affect the stock price is leaked to the public.

Furthermore, the following circumstances constitute exceptions where a listed company is not required to immediately disclose information to the public, provided that the listed company is able to maintain complete confidentiality:

• when immediate disclosure would adversely affect the listed company’s ability to achieve its business objectives;
• when the facts are in a state of change and appropriate timing of disclosure is necessary; or
• when immediate disclosure would provide a significant advantage to the listed company’s competitors.

Any use of undisclosed material information for the purpose of trading in the company’s securities may give rise to insider trading liabilities under the relevant securities laws.

Market practice on the timing of disclosure is generally aligned with and does not differ from the applicable legal requirements. In practice, market participants comply with the statutory timelines prescribed under the relevant securities and takeover regulations.

Full-scale due diligence – including legal, financial, accounting, tax, HR, environmental and other relevant areas – is generally conducted in private M&A transactions in Thailand. However, in competitive auction processes or transactions involving time constraints, acquirers may adopt a more limited due diligence approach focused on material aspects such as legal, tax and financial due diligence only.

In some cases, involving the acquisition of shares in a listed company, the seller may insist that the acquirer simply rely on publicly available information and disclosures made through the SET and the SEC.

Standstill and exclusivity arrangements are commonly negotiated during the preliminary stages of a transaction. Sellers typically seek exclusivity commitments to secure deal certainty during due diligence and documentation, while standstill provisions may be used to prevent unsolicited share accumulations or competing bids during negotiations.

Tender offer terms are not commonly documented in a definitive agreement. If a tender offer is triggered by the acquisition of a controlling shareholding, the terms of the tender offer are purely a matter for the acquirer, as the tender offer will occur after the closing of the sale of the controlling shareholder has occurred.

There is no fixed rule regarding the time it takes to acquire or sell a business in Thailand. A controlling stake may be sold relatively quickly if the selling shareholder is able to dictate the terms under which acquirers purchase its holding, such as by restricting due diligence and offering limited representations and warranties or setting minimal conditions precedent.

Once the sale of a controlling stake has occurred, if a tender offer is triggered, the tender offer must remain open for between 25 and 45 consecutive business days, although this timetable can be extended if a competing bidder emerges. Conditions can be specified for making a voluntary tender offer (as opposed to a mandatory tender offer), such as requiring regulatory approval, but these conditions must be satisfied within one year of the announcement. In addition, a voluntary tender offer may include a minimum acceptance condition, allowing the offeror to cancel the offer if, upon expiry of the offer period, the number of shares tendered is less than the minimum number of shares specified by the offeror as a condition of the purchase.

Under securities regulations, an acquirer must make a tender offer for all shares and, subject to certain exceptions, equity-linked securities of a target company upon acquiring 25%, 50% or 75% of the total voting rights of a listed target company. Acquisitions by the acquirer, its related persons and its concert parties, and their related persons, are aggregated for this purpose in accordance with the Notification of the Capital Market Supervisory Board.

A mandatory tender offer may be triggered not only by the direct acquisition of shares in the target, but also by acquiring shares in an intermediate or ultimate holding company that controls the target. Control may arise where a person or juristic person:

• holds shares carrying 50% or more of the total voting rights in a juristic person that is a shareholder of the target, or in juristic persons holding shares consecutively at each level of the chain up to such shareholder; or
• appoints, or acts to appoint, a significant number of directors to control the management or operations of such juristic person or the target (under the chain principal rule).

Cash is the most commonly used form of consideration in business combinations. In takeover offers, alternative forms of consideration may be offered, but one must be cash.

There are two types of tender offers. Firstly, there is a “mandatory” tender offer, which is triggered once the acquirer acquires 25%, 50% or 75% of the total voting rights of the target company. The mandatory tender offer must be unconditional as to the level of acceptances and must offer to buy all the remaining shares of the target company. Secondly, there is a “voluntary” tender offer, in which the acquirer may set an acceptance condition, usually a minimum percentage of shares they wish to acquire. In this case, if the acquirer makes the tender offer, but the number of shares falls short of the minimum percentage, the acquirer may withdraw the tender offer.

In addition, a voluntary tender offer may be structured as a conditional voluntary tender offer, whereby conditions shall be satisfied prior to the commencement of the tender offer. In the case of any tender offer, an offeror may cancel the offer if an event or action occurs after the offer document has been filed with the SEC but during the offer period, which causes or may cause serious damage to the status or assets of the offeree’s business, and the act or event is not a result of the offeror’s actions or any act for which they are responsible. However, the right to cancel must be explicitly stated in the offer document.

It is common to include a material adverse change condition in a voluntary tender offer.

The minimum acceptance condition is usually set at a specific percentage of the total voting rights. The relevant control threshold in Thailand is more than 50% of the total voting rights. However, an acceptance condition is only available in a voluntary tender offer.

A privately negotiated transaction may be contingent on the availability of financing. However, a tender offer (whether mandatory or voluntary) cannot be subject to the financing condition, as the tender offer rules require the offeror to provide the SEC with information and evidence related to the sources of funds used by the offeror for the takeover.

Security measures such as break fees, non-solicitation provisions, and non-disclosure and confidentiality provisions are among the most commonly employed measures to ensure deal certainty.

Minority shareholders may protect their position in a shareholders’ agreement. However, care should be taken to ensure that a concert party relationship is not created between the parties to the shareholders’ agreement.

Partial tender offers can only be made with the approval of a shareholders’ resolution of the target and SEC approval. In addition, the offer must be made for less than 50% of the total voting rights of the target.

Shareholders may vote by proxy in Thailand.

There is no squeeze-out mechanism under Thai law. In practice, after the completion of a tender offer, there remains a small number of shareholders who cannot be traced or who have refused to sell. As long as these shareholders still hold shares in the target, delisting may not be possible, and the basic rights of these shareholders must be respected. These rights include receiving notice of, attending, speaking at and voting in general shareholders’ meetings.

If, following the completion of a tender offer, a resolution to delist the target’s securities from the SET is passed, such resolution requires the total number of votes of the shareholders to be not less than 75% of the total number of issued and paid-up shares, with no shareholders exceeding 10% of the target’s issued and paid-up shares objecting to the delisting. Also, the delisting is subject to approval by the SET.

The passing of such resolution triggers a mandatory offer to the dissenting minority shareholders. There are statutory provisions that determine the price at which this delisting tender offer must be made.

It is common for a potential acquirer to enter into an agreement to tender with principal shareholders. Since a squeeze-out mechanism does not exist, the potential acquirer normally commences negotiations and concludes agreements with principal shareholders prior to conducting the tender offer. Once an agreement is entered into, there is no exit mechanism for the shareholders unless the parties agree otherwise. However, the enforceability of these agreements remains debatable, as tender offer regulations allow an accepting shareholder to withdraw their acceptance within a specified period.

A bid must be made public when the acquirer triggers the minimum tender offer thresholds (ie, at 25%, 50% and 75% of total voting rights) by submitting a statement of intention to make a tender offer on Form 247-3 to the SEC within one business day after such triggering.

In the case of a voluntary tender offer, the bidder is required to submit a statement of intention to make a tender offer on Form 247-3 to the SEC within three business days after announcing the tender offer, unless the bidder has already submitted Form 247-4 within such period. A tender offer will be deemed to have been announced in certain circumstances, such as when the bidder notifies the directors of the target company or shareholders holding 10% or more of the total voting rights of the target. If it fails to file the form within this timeframe, it will be deemed to have announced an intention not to make a tender offer, meaning that it will be unable to proceed with a tender offer for one year.

In the case of issuing shares in a business combination to target shareholders, it is necessary to prepare a registration statement and prospectus complying with the requirements of the SEC Act, unless the issuance falls within the scope of a right offering or private placements. For completeness, it must be noted that in the case of a statutory amalgamation operating as a merger on the basis of A = B + C, no registration statement or prospectus is required.

The bidder is required to produce and attach to the tender offer form audited financial statements prepared in accordance with Thai generallyacceptedaccountingprinciples (GAAP) and consolidated financial statements (if the acquirer has subsidiaries) for the latest fiscal year, as part of the tender offer documents.

In the process of a tender offer, it is not necessary to disclose the transaction documents in full; only a summary of the transaction is required.

The offeror must disclose a summary of the material terms of any contract, agreement or memorandum of understanding entered into prior to the submission of the tender offer that contemplates a significant acquisition or disposition of the target’s securities, whether or not such arrangement relates to the securities to be acquired under the tender offer.

Directors have fiduciary duties to the company and its shareholders and must perform their duties responsibly, with due care and loyalty. Directors must also comply with all laws, the objectives and articles of association of their company, the resolutions of the board of directors’ meetings and the resolutions of the shareholders’ meetings, in good faith and with care taken to preserve the interests of the company. A director is liable for any damage to the company resulting from their negligence or failure to perform their functions. Directors do not have duties to a wider class of stakeholders.

In performing their duties with responsibility and due care, directors must act in a manner similar to an ordinary person undertaking business under similar circumstances. Directors are presumed to have performed with responsibility and due care if the decision was made:

• with the honest belief and on reasonable grounds that it was in the best interests of the company;
• with reliance on information honestly believed to be sufficient; and
• without personal interest, whether directly or indirectly, in such matters.

In Thailand, it is not common practice for boards of directors to establish special or ad hoc committees during business combinations, though individual directors are prohibited from voting on matters in which they have a conflict of interest.

When considering an alleged breach of care in relation to a fiduciary duty, courts often apply the “business judgement rule” standard. In addition to court judgments, the SEC has the authority to initiate legal proceedings against a director who performs his or her duties without due responsibility. Such offences may be subject to monetary penalties imposed by the Civil Sanctions Committee. However, this does not preclude shareholders from independently bringing claims against directors.

Boards of directors commonly seek advice from financial advisers and legal counsellors in business combinations. Decisions made by a board based on the guidance of these professional advisers are considered to be made with due care to ensure the transparency and regulatory compliance of the transactions.

Under Thai corporate law, a shareholder with a special interest in any matter is not entitled to vote on that matter. While a resolution passed in breach of this restriction does not invalidate the resolution, it may nevertheless be challenged in court and subsequently revoked.

Similarly, a director with an interest in any matter is barred from voting on that matter. Non-compliance does not render the resolution void, but if it results in damage to the company, the company is entitled to seek compensation from the director.

Hostile tender offers are permitted in Thailand. However, due to the prevalence of large family-controlled or insider-controlled shareholdings in most Thai listed companies, the success of a hostile tender offer is unlikely.

In the period before a bid is made, there is generally no restriction on a target board taking defensive measures against a hostile takeover.

Once a bid is made, the target is restricted from undertaking certain activities during the takeover period, unless approval is obtained from the shareholders’ meeting of the target, as follows:

• offering new shares;
• acquiring or disposing of material assets;
• incurring debt;
• entering into or terminating a material contract not in the normal course of business;
• buying back shares; and
• declaring an extraordinary interim dividend.

Hostile tender offers are very rare and unlikely to succeed due to the prevalence of large family-controlled or insider-controlled shareholdings in most Thai listed companies, so common defensive measures are not typically employed.

Directors’ use of defensive measures must be consistent with their fiduciary duties and the duty to act in the best interests of their company.

Upon receipt of a tender offer, the target’s directors are obligated to provide information and a recommendation to shareholders, acting under a general duty to serve the best interests of the company.

The board of the target must:

• notify all known shareholders of the receipt of the offer and its terms;
• provide its opinions on the current status of the company’s business and forecast future results of its operations, disclosing the assumptions on which the forecast is based and the accuracy of the information concerning the company’s business given in the offer;
• disclose any relationships or agreements between any director of the target and the bidder;
• recommend whether shareholders should accept or reject the offer – if the board’s recommendation is not unanimous, the recommendation of each director must be provided separately; and
• appoint an independent financial adviser to advise the shareholders on the terms of the offer and whether to accept or reject it – the adviser is required to give its recommendation “with due care in accordance with professional standards, taking account of the interests of minority shareholders”.

Litigation is not commonly seen in Thai M&A transactions and is not widely reported in public tender offers. In privately negotiated deals, disputes may arise over indemnities, breaches of contract or warranty claims, but litigation remains rare. This is largely due to the widespread inclusion of arbitration clauses, which parties favour over court proceedings for their confidentiality, specialised adjudication and efficiency. Moreover, the growing use of warranty and indemnity (W&I) insurance by foreign investors in Thai M&A transactions is expected to further reduce litigation risks.

In privately negotiated transactions, litigation generally occurs after the deal has closed.

No new lessons were learned in 2025.

Shareholder activism is minimal, if present at all, in Thailand.

There is no applicable information in this jurisdiction.

There is no applicable information in this jurisdiction.