Answer ... Mandatory, with an exception for internal reorganisations of businesses connected through policies or control.

Mergers which could substantially reduce competition in a particular market must be notified to the Trade Competition Commission (TCC) within seven days of the date of the merger in question. By contrast, mergers which may result in a monopoly or the creation of a dominant market position in a particular market require advance approval from the TCC.

Answer ... As with most other government agencies in Thailand, it is possible for the parties to informally discuss a planned transaction with the Office of the TCC in advance of a formal notification or formal request for approval, as the case may be. As a matter of practice, however, such informal discussions are usually carried out on an anonymous basis, with limited disclosure of information and through external legal counsel. That is because of concerns about the untimely leakage of confidential information relating to the transaction.

Although there is a provision in the Trade Competition Act which specifically imposes criminal liabilities (including a maximum one-year term of imprisonment) on public officials who unduly release to others sensitive information about transactions to which they have had access in the performance of their official duties, it is prudent to assume that it would be practically difficult (if not impossible) to maintain the confidentiality of the information once it has been discussed with third parties such as public officials.

Answer ... In cases where the merger in question may substantially reduce competition (and a notification must thus be submitted to the TCC within seven days of the merger date), the party responsible for filing the notification is the remaining entity or new entity which is created as a result of the merger or the party which acquires shares or assets from another party.

In cases where the merger in question may result in a monopoly or the creation of a dominant market position (and advance approval of the TCC is thus required), all merging parties are jointly responsible for filing the request for approval.

Answer ... There is no filing fee for mergers which may substantially reduce competition. By contrast, there is a filing fee of THB 250,000 for mergers which may result in a monopoly or the creation of a dominant market position.

Answer ... For mergers which may substantially reduce competition and which thus require post-merger notification, information such as the following must be provided:

• a completed application form (about seven pages);
• copies of the documents which were submitted to the Thai Ministry of Commerce (in case of an amalgamation of businesses);
• copies of the documents which were submitted to the Office of the Securities and Exchange Commission (if applicable);
• copies of the documents relating to the sale of shares or assets (eg, sale and purchase agreement, valuation report);
• minutes of the board or shareholders’ meetings of relevant parties which approved the merger in question;
• details of the merger;
• minutes of the annual shareholders’ meetings, together with audited financial statements of relevant parties for the last three years prior to the merger;
• lists of shareholders of relevant parties, both pre and post-merger; and
• a power of attorney for filing the notification.

For mergers which may result in a monopoly or the creation of a dominant market position, which require advance approval from the TCC, information such as the following must be provided:

• a completed application form (about 20 pages);
• the proposed merger plan and timeframe;
• details of relevant parties, which must include, at a minimum, their respective shareholding structure, voting rights, annual revenues and market share; and
• a detailed study and analysis report on the proposed merger, including business necessities, impact on the economy and impact on consumers in general.

Answer ... For mergers which may substantially reduce competition, notification must be submitted within seven days of the date of the merger.

For mergers which may result in a monopoly or the creation of a dominant market position, a request for approval must be submitted before the merger actually takes place.

Answer ... For mergers which may substantially reduce competition, no.

For mergers which may result in a monopoly or the creation of a dominant market position, yes.

Answer ... For mergers which may substantially reduce competition, no.

For mergers which may result in a monopoly or the creation of a dominant market position, yes.

Answer ... No.