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- Merger Control Regime
- Merger Screening
2. Nature of merger control regime
2.1 Mandatory or voluntary
2.1.1 Is filing mandatory or voluntary?
2.2 Suspensory effect
2.2.1 Must completion of the transaction await clearance by the relevant authorities?
Whether a transaction must await clearance by the competition authority depends on whether the transaction is subject to pre-merger or post-merger filing in accordance with the below thresholds.
The first jurisdictional threshold
Pre-merger filing is needed if:
- The transaction results in the creation of a monopoly that has a turnover of at least THB 1,000,000,000, monopoly being defined as there only being one business operator in any given market exerting absolute power over the determination of price and supply of its products or services.
The second jurisdictional threshold
Pre-merger filing is needed if the transaction results in the creation of an operator with dominant market power, defined as:
- The combined market share of the undertakings concerned was at least 50% in the last financial year and the combined turnover of the undertakings concerned was at least THB 1,000,000,000 in the last financial year; or
- One of the undertakings concerned being amongst one of the three business operators with the largest market share, if those three business operators had a combined market share of at least 75% in the previous financial year, and each of those business operators had a turnover of at least THB 1,000,000,000 in the last financial year (excluding undertakings with less than 10% market share).
A merger is subject to post-merger notification if the undertakings concerned had a combined turnover of at least THB 1,000,000,000 in Thailand in the last financial year, but this does not result in the creation of neither a monopoly nor a business operator having dominant market power. A transaction reaching the threshold must be notified within 7 calendar days of the completion of the transaction.
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
A transaction is caught by the merger control rules if it brings about a change of control defined as:
(i) in the case of asset acquisition: the value of the assets acquired from the other undertaking exceeds 50% of the total value of assets used in the ordinary course of business of the seller; or
(ii) in the case of share acquisition:
- public listed companies: acquisition of at least 25% of the total voting rights (at close of any day) of the target; or
- private and non-listed companies: acquisition of more than 50% of the total voting rights (at close of any day) of the target.
Acquisitions by affiliated persons:
For the purpose of the above, spouses’ share acquisitions are considered together/collectively and are considered as being done by the same person.
Any acquisition of shares by a legal person or natural person who holds more than 30% of the voting rights of the acquirer and which is also part of the acquirer’s group (single economic unit) is deemed to be shares acquired by the acquirer.
2. Establishing jurisdiction for notification of mergers
2.3 General thresholds
Merger filing is needed if the undertakings concerned had a combined turnover of at least THB 1,000,000,000 in Thailand in the last financial year.
Please note that Thailand operates with both a pre-merger and a post-merger filing regime. Please refer to the Knowledge Base, Merger Screening Schedule, Section 2.3.1, for information on which category the transaction falls within.
2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.1 Relevant turnover
3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?
Only turnover in Thailand should be included. There are no clear rules or guidelines on this.
3.3 Relevant undertakings for the calculation of turnover
3.3.1 The undertakings whose turnover is taken into account?
The market share and turnover includes all of the market share and turnover in any product or service market of all entities in the undertakings concerned’s groups in Thailand.
and last updated on 14-04-2020 by
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