Linklaters has advised CP Axtra Public Company Limited (CP Axtra), formerly known as Siam Makro, on the completion of its group business restructuring. CP Axtra is a public limited company listed on the Stock Exchange of Thailand and a prominent wholesale and retail enterprise in Thailand, under the Charoen Pokphand Group (CP Group).

The restructuring involved the amalgamation of CP Axtra with its wholly owned subsidiary, Ek-Chai Distribution System Co., Ltd. (Ek-Chai). This strategic move is designed to harness the synergy between CP Axtra’s wholesale operations under the “Makro” brand and Ek-Chai’s retail business under the “Lotus’s” brand. The key aspects of the transaction include:

• Business Transfer: CP Axtra acquired the entire business of its subsidiary, Lotus’s Stores (Thailand) Co., Ltd., which owned shares in Ek-Chai. The total consideration for this entire business transfer is THB 7.68bn (approximately US$225m).
• Amalgamation: Following the entire business transfer, CP Axtra proceeded to amalgamate with Ek-Chai. This merger results in the formation of a new entity (NewCo) that combines the strengths of both the wholesale and retail sectors in Thailand. The total asset value of NewCo is approximately US$15bn. CP Axtra and Ek-Chai cease to be juristic persons by operation of law.
• Stock Exchange Listing: Upon the completion of the amalgamation, the name of NewCo is CP Axtra Plc and its shares are listed on the Stock Exchange of Thailand.

This restructuring marks a significant milestone for CP Axtra, aligning its business operations to achieve greater efficiency and market competitiveness within the Thai retail and wholesale industry. Notably, this transaction is the first vertical amalgamation between a public limited company listed on the Stock Exchange of Thailand and its wholly owned subsidiary, involving intricate regulatory analysis, structuring, and the listing process for the shares of NewCo.

The Linklaters team was led by partner Wilailuk Okanurak, counsel Paveen Khiewvichit and senior associate Vijit Suthisripok.

Partner Wilailuk Okanurak commented:

“It is a great opportunity for us to continue to assist CP Axtra on its business restructuring in support of its business growth strategy. The transaction builds on our long-standing relationship with the client, advising them on some of the most complex and important transactions in the region, including the acquisition of Tesco business in Thailand and Malaysia and the previous reorganisation of Lotus’s retail businesses by Makro. Our team is grateful for the continued trust that our client placed in us, and we look forward to continuing to support them on future opportunities.”