M&A advisory in Thailand

M&A advisory covers the financial and tax side of a transaction: due diligence, valuation, deal structuring, and post-closing integration. A lawyer drafts and negotiates the share purchase agreement (SPA) and disclosure schedules. The two roles complement each other, and most Thai mid-market deals need both working in parallel. Plizz works with your own legal counsel or with Narai Partners (an IR Global member) as part of the engagement.

Possibly. Under the Trade Competition Act B.E. 2560 (2017), you need approval from the Office of Trade Competition Commission (OTCC) before closing if the merged business would hold a dominant position: generally over 50% market share, or a top three with over 75% combined share and at least 10% each, plus revenue above THB 1 billion. The deal cannot close until the OTCC decides (90 days, extendable by 15). Other deals above the revenue threshold must notify the OTCC within 7 days of closing. We check this in week 1 so it is in the deal calendar from the start.

Sometimes, and you need the answer before the structure is locked. Qualifying usually requires consideration made up mainly of shares (cash consideration generally disqualifies), continuity of the business after closing, and the procedural steps set by the Civil and Commercial Code (CCC) Sections 1238–1273. Miss one condition and the full gain is taxed in the year of transfer. We assess Section 74 eligibility in the first two weeks of the engagement.

It depends on the target. A share purchase keeps the company as a legal entity with its contracts, licenses, BOI privileges, and tax losses (under Section 65 Tri (12), net operating losses carry forward for 5 years and survive a share deal), but the buyer inherits every liability, known and unknown. An asset purchase lets the buyer choose which assets and liabilities to take and resets the tax cost of identifiable intangibles, but the losses are lost, VAT may apply to the transfer, and contracts and licenses must be re-signed. We model both with their Thai tax outcomes before recommending one.

Goodwill recognized in an acquisition is generally not tax-deductible under the Revenue Code, and there is no amortization deduction for it. Separately identified intangible assets (customer lists, software, trademarks, licenses) may be depreciated if they are properly valued and documented at acquisition. The purchase price allocation (PPA) between goodwill and these intangibles therefore affects the effective tax rate every year after the deal. Our tax due diligence covers the PPA so the result holds up with the Revenue Department.

It depends on the parties, the authorities, and the documents. A clean deal goes through preliminary work, financial and tax due diligence, valuation and structuring, then negotiation and finalization of the SPA. Cross-border deals, regulated targets, or OTCC pre-merger approval take longer. Plizz runs due diligence, tax structuring, and integration planning in parallel to save time.

Three differences. Senior attention: Benoît Meneau and Jérôme Le Louer lead every engagement themselves; junior staff support but do not lead. Cost: our fees are sized for mid-market deals (THB 50M–1B), well below typical Big 4 transaction-services fees. Cross-border reach: as a DFK International member firm, Plizz can coordinate due diligence and structuring with member firms abroad, which helps groups buying into or out of Thailand.

Yes, and the result is better. Financial and tax issues in a target are usually linked: a revenue recognition error often creates a corporate income tax (CIT) exposure, an under-provisioned receivable affects deferred tax, and a related-party flow raises both transfer pricing and Section 65 Ter questions. Splitting the work between two firms adds coordination cost and leaves gaps. Plizz delivers financial and tax due diligence as one piece of work, with one team accountable.

Walking away after due diligence is a normal outcome. Due diligence exists to find deal-breakers early, and a thorough review that ends in a "no" is as valuable as one that ends in a closing. Our engagement letters let you stop at any phase and pay only for work completed. The retainer covers the due diligence work; the success fee is paid only if the deal closes.