Linklaters advises Charoen Pokphand Group on the acquisition of Lotus’s retail businesses by Makro

Linklaters acted for Siam Makro Public Company (Makro), a leading wholesale business in Thailand, on its group restructuring by way of entire business transfer. Under this transaction, Makro accepted the entire business transfer of C.P. Retail Holding Company (CPRH), a holding company of the rebranded Lotus’s operation in Thailand and Malaysia, from three Charoen Pokphand Group (CP Group) companies, namely CP ALL Public Company (CP ALL), Charoen Pokphand Holding Company (CPH) and C.P. Merchandising Company (CPM) for THB 218bn (approx. US$6.7bn).

The entire business transfer was immediately followed by Makro’s public offering and listing of newly issued shares on the Stock Exchange of Thailand (SET). This marks the largest secondary public offering in Thailand.

As part of the transaction, Linklaters also acted for CPALL, CPH and CPM on the sale and offering of their existing shares in Makro as part of the public offering pursuant to the Securities and Exchange Act B.E. 2535 (1992), and concurrently pursuant to Regulation S/Rule 144A of the United States Securities Act of 1933, as amended.

The transaction involved complicated regulatory analysis and restructuring, as well as complete disclosure on antitrust issues. The firm’s banking team also represented the relevant CP Group companies in the debt restructuring which was undertaken immediately after the entire business transfer, before the public offering.

The Linklaters cross-practice team was led by Bangkok-based partner Pornpan Chayasuntorn, with support from corporate partner Wilailuk Okanurak, capital markets partner Hyung Ahn and banking partner Pichitpon Eammongkolchai.

Partner Pornpan Chayasuntorn, commented:

“It was an exciting opportunity for us to be able to support CP Group on this transaction, as the deal marked a number of new market standards from both the corporate/M&A and capital markets perspectives. This transaction builds on the firm’s involvement in some of the most complex and important transactions in the region. It was truly extraordinary not only for our firm and our client, but also for the wider Thai equity market.”