Kom Vachiravarakarn
Partner

A selection of matters in which Kom has been involved include:

Corporate and M&A

• • Representing AssetWise Public Company Limited, a leading real estate developer in Thailand, with respect to a joint venture with Takara Leben, a Japanese real estate developer for Atmoz Bangna condominium, a THB 2.2 billion residential project, for a total value of THB 244.8 million.
  • Represented AssetWise Public Company Limited in a joint venture by selling shares of its subsidiaries, Wise Estate 3 Company Limited to Takara Leben Co.,Ltd. (“Takara”), a company listed on the Tokyo Stock Exchange with deal value THB 50.4 million.
  • Representing G Capital PCL (SET:GCAP) on its joint venture arrangements with three parties; (1) NIM Soft Co., Ltd., (2) Lion City Tech Company Limited and (3) 9F International Holdings Pte. Ltd. for joint investments and operations in Thailand-based joint venture companies, including Sabaijai Money Company Limited, for the expansion of a consumer-lending business nationwide.
  • Representing Thai Coconut Public Company Limited on its joint venture arrangement with Creative Food Solutions Co., Ltd. (CFS) for their joint investment in and operation of Just Like and More Co., Ltd. (JLM).
  • Representing Prima Marine Public Company Limited — a full-service provider in the marine transport industry and one of the largest fully integrated business operator in oil tanker and oil and petroleum storages in Thailand — on the acquisition from Thai Oil Public Company Limited — a subsidiary of PTT Group and the largest oil refinery in Thailand — of all equity interests in Thaioil Marine Co., Ltd. (including indirect acquisitions of TM’s subsidiaries including TOP Maritime Services Co., Ltd.) of a total value of approximately THB 1.2 billion (USD 39.9 million).
  • Representing Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of Mega 1 and Mega 2 Projects — an extremely rare transaction involving the “during-construction” residential condominium projects located in Bangkok’s Bang Na area, a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million).
  • Representing Private Equity Trust for SME Growing Together 1 on an investment transaction for acquiring 18.37% of newly issued shares in Tellscore Company Limited at the total amount of THB 90 million.
  • Representing One Asset Management Limited, trustee of Private Equity Trust for SME Growing Together 2, on an investment transaction for acquiring 9.68% shares in New Step Asia Company Limited, Southeast Asia’s leading online distributor and turnkey e-commerce solutions provider amounting to USD 4.9 million.
  • Representing One Asset Management Limited, trustee of Private Equity Trust for SME Growing Together 1 on an investment transaction for acquiring 13.40% of issued shares in AppMan Company Limited, an InsurTech company with expertise in the life insurance industry amounting to USD 3.16 million.
  • Representing a group of high-net-worth individuals/ buyers on the 69.18% share acquisition transaction including preparing Tender Offer for all shares of One to One Contacts Public Company Limited (“OTO”) from Samart Engineering Company Limited and Samart Corporation Public Company Limited in the total amount of THB 464,880,000 (USD 15.5 million). Part of the transaction include providing escrow services for the buyer and the seller.
  • Representing Nathalin Group in setting up a joint venture company and further represented CNNC Joint Venture — consisting of three entities, NTL Marine, Nathalin and Zhonggang Construction Group from China — in connection with the submission of the successful bidding proposal to the Port Authority of Thailand for the Construction Work for Laem Chabang Port Development Project Phase 3 (Part 1) Off-Shore Construction worth over THB 21 billion (USD 709 million).
  • Representing Nex Point Public Company Limited (NEX) — a Thailand-based manufacturer of high precision parts or accessories for electronic products with factories in Ayutthaya and Singburi provinces — in connection with its investment to penetrate the electric bus-related business through the acquisitions of partial equity interest from the existing shareholders in two target companies; Beli Service Company Limited, with a deal value of THB 260 million (approximately USD 8.34 million), and Absolute Assembly Company Limited, with a deal value of THB 218.2 million (approximately USD 7 million).
  • Representing Altitude Creed Talat Phlu Company Limited, a Thai joint venture company engaging in the real estate development sector, in connection with an offering of 15.26 percent of its issued shares capital to Thai investor on an investment in Altitude Unicorn Sathorn-Tha Phra, a high-rise condominium in Bangkok’s Talat Phlu area, with a deal value of THB 62.9 million (USD 2 million).
  • Representing a leading Thai food producer in its proposed cross-border investment in swine breeding farms and feed mill factories in China.
  • Representing CAT Telecom, one of the largest Thai telecommunications firms on its business expansion into the satellite industry by way of a joint venture with a satellite operator, Thaicom operating a satellite management business under the concessionaire with the Ministry of Transport valued at THB 10 million (USD 323,625).
  • Representing Eka Pak Company Limited, one of the world’s largest producers of rigid-barrier plastic packaging products, in connection with the acquisition of packaging companies in the People’s Republic of China from Printpack US.
  • Representing Thaifoods Group Public Company Limited, a major Thai manufacturer of food & beverages company, as legal counsel in connection with the acquisition of all shares in a company that produces sauce and seasoning products, with a deal value of THB 280.5 million (USD 9 million).
  • Representing YUM in connection with the sale of KFC’s call center business under YUM to True Touch Co., Ltd., a joint venture between True Corporation Public Company Limited and Bellsystem24 Holdings that provides comprehensive Business Process Outsourcing and Outsource Call Center solutions.
  • Representing the selling shareholders of AA.Nuctech Co., Ltd., an exclusive representative for China’s NUCTECH Company Limited (NUCTECH) and a leading distributor of x-ray devices in Thailand in connection with a cross-border transaction for the sale of 49% shares of the same company to a Hong Kong purchaser for a joint venture partnership.
  • Representing SME Trust, a private equity trust invested by the Stock Exchange of Thailand, Krung Thai Bank Public Company and National Science and Technology Development Agency, in connection with the acquisition of several SME companies.
  • Representing Global Consumer PLC., a listed company engaging in flexible plastic packaging for various types of consumer products and food business, in connection with the acquisition of several restaurant chains in Thailand including the franchise right of Dean & DeLuca and joint venture with its business partners to expand its restaurant business.
  • Representing Mercury Global International Company Limited, an investment holding company focusing on investing in diversified environmental protection industry projects through a joint venture with Triton Holding Public Company Limited to operate a waste-to-energy power plant.
  • Representing Big Camera Corporation Public Company Limited in connection with the joint venture and expansion of its business in Vietnam to operate retail shops.
  • Representing Prima Marine Public Company Limited, a full-service provider in the marine transport industry, in connection with the acquisition of up to 100% shares in Big Sea Company Limited which operates an oil shipping and maritime business in Thailand. This complex acquisition was divided into 2 phases involving an earn-out provision for the payment of the second phase acquisition. Acquisition size of approximately THB 2.9 billion (USD 93.3 million).
  • Representing AEC Securities Public Company Limited in connection with the sale of AECS’s retail securities business to UOB Kay Hian Securities (Thailand) Public Company Limited.
  • Representing Food Capitals Public Company Limited, a rapidly growing food consumption business across Asia and listed on the Stock Exchange of Thailand in connection with the sale and divestment of certain subsidiaries to the purchasers.
  • Representing Thai Mui Corporation Public Company Limited as legal counsel on the acquisition of 70% shares in Trend Asia Corporation to expand its business into the water treatment sector.
  • Representing Siamraj Public Company Limited, a Thai listed company engaging in construction, procurement, distribution, and installation of engineered Pump and systems, in connection with the acquisition of 25.1% shares from two solar power plant companies: C2C Solutions Co., Ltd. and Sole Tech Solutions Co., Ltd. Acquisition of all shares in Techtronic Company Limited with an acquisition size of approximately THB 313.5 million (USD 10.1 million).
  • Representing Ferrum Public Company Limited, a Thai listed company engaged in LPG distribution and the operation of LPG services station in Thailand, in connection with the acquisition of 100% shares in Star Gas Company Limited. from the existing shareholders of Star Gas Company Limited. Acquisition size of approximately THB 550 million (USD 17.7 million).
  • Representing Chartchewa Company Limited, a holding company with investments in various business sectors, as legal counsel in connection with the acquisition of 31.88% shares of one of the leading property developers in Thailand – Chewathai Public Company Limited from TEE Development Pte Ltd (a wholly-owned subsidiary of TEE Land Limited, listed on the Singapore Stock Exchange). This transaction was a complex international cross border deal structured to comply with the tender offer regulations with a total value deal of THB 318 million (USD 10.2 million).
  • Representing TIME dotCom International Sdn Bhd, a subsidiary of a Malaysian listed company, in connection with the acquisition, through a partial voluntary tender offer of 38.75 percent of the issued share capital of Symphony Communication Public Company Limited, with an approximate total value of THB 1.54 billion (USD 49.6 million).
  • Representing a group of Thai individuals in connection with the partnership with Singapore International School of Bangkok Company Limited, a leading provider and manager of premium Singapore school in Thailand, to establish an international school in Chiang Mai Province.

Capital Markets

• • Representing Assetwise, a holding real estate company owning 15 subsidiaries on the offering of 206,000,000 ordinary shares, representing 27.07% of the issued and called shares, through an initial public offering (IPO) on the Stock Exchange of Thailand (SET) in the total amount of THB 206 million (USD 6.85 million).
  • Representing Nex Point Public Company Limited (NEX), in connection with the issuance and offering of newly issued shares by way of private placement to specific investors, including Energy Absolute Public Company Limited for the purpose to expand its business operations relating to repairing and maintenance of buses in Thailand with a deal value of THB 2,354 million (USD 74.5 million).
  • Representing Prosper Engineering Public Company Limited, a provider of engineering systems, design services, contractors, engineering consulting, and system maintenance services in connection with its domestic initial public offering on the Market for Alternative Investment (mai) with an approximate total value of THB 270 Million.
  • Representing a leading residential real estate and property developer, in connection with the domestic initial public offering on the Stock Exchange of Thailand (SET).
  • Representing Khonburi Sugar Public Company Limited (KBS) — an integrated business of sugar manufacturing and distribution — to establish an infrastructure fund, Khonburi Sugar Power Plant Infrastructure Fund (KBSPIF), which will invest in the revenue generated from the sale of electricity totaling 25.5MW under the power purchase agreement with the Electricity Authority of Thailand (EGAT) with an aggregated transaction value of THB 2.8 billion (approximately USD 93 million).
  • Representing Siamrajathanee Public Company Limited, a leading Thai company active in the outsourcing and car/property rental sectors, as legal counsel in connection with its domestic initial public offering on the Stock Exchange of Thailand (SET) with an approximate total value of THB 310 million (USD 9.95 million)
  • Representing Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of Mega 1 and Mega 2 Projects — an extremely rare transaction involving the “during-construction” residential condominium projects located in Bangkok’s Bang Na area, a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million).
  • Representing Private Equity Trust for SME Growing Together 1 on an investment transaction for acquiring 18.37% of newly issued shares in Tellscore Company Limited at the total amount of THB 90 million.
  • Representing One Asset Management Limited, trustee of Private Equity Trust for SME Growing Together 2, on an investment transaction for acquiring 9.68% shares in New Step Asia Company Limited, Southeast Asia’s leading online distributor and turnkey e-commerce solutions provider amounting to USD 4.9 million.
  • Representing One Asset Management Limited, trustee of Private Equity Trust for SME Growing Together 1 on an investment transaction for acquiring 13.40% of issued shares in AppMan Company Limited, an InsurTech company with expertise in the life insurance industry amounting to USD 3.16 million.
  • Representing a group of high-net-worth individuals/ buyers on the 69.18% share acquisition transaction including preparing Tender Offer for all shares of One to One Contacts Public Company Limited (“OTO”) from Samart Engineering Company Limited and Samart Corporation Public Company Limited in the total amount of THB 464,880,000 (USD 15.5 million). Part of the transaction include providing escrow services for the buyer and the seller.
  • Representing Nathalin Group in setting up a joint venture company and further represented CNNC Joint Venture — consisting of three entities, NTL Marine, Nathalin and Zhonggang Construction Group from China — in connection with the submission of the successful bidding proposal to the Port Authority of Thailand for the Construction Work for Laem Chabang Port Development Project Phase 3 (Part 1) Off-Shore Construction worth over THB 21 billion (USD 709 million).
  • Representing Nex Point Public Company Limited (NEX) — a Thailand-based manufacturer of high precision parts or accessories for electronic products with factories in Ayutthaya and Singburi provinces — in connection with its investment to penetrate the electric bus-related business through the acquisitions of partial equity interest from the existing shareholders in two target companies; Beli Service Company Limited, with a deal value of THB 260 million (approximately USD 8.34 million), and Absolute Assembly Company Limited, with a deal value of THB 218.2 million (approximately USD 7 million).
  • Representing Altitude Creed Talat Phlu Company Limited, a Thai joint venture company engaging in the real estate development sector, in connection with an offering of 15.26 percent of its issued shares capital to Thai investor on an investment in Altitude Unicorn Sathorn-Tha Phra, a high-rise condominium in Bangkok’s Talat Phlu area, with a deal value of THB 62.9 million (USD 2 million).
  • Representing a leading Thai food producer in its proposed cross-border investment in swine breeding farms and feed mill factories in China.
  • Representing CAT Telecom, one of the largest Thai telecommunications firms on its business expansion into the satellite industry by way of a joint venture with a satellite operator, Thaicom operating a satellite management business under the concessionaire with the Ministry of Transport valued at THB 10 million (USD 323,625).
  • Representing Eka Pak Company Limited, one of the world’s largest producers of rigid-barrier plastic packaging products, in connection with the acquisition of packaging companies in the People’s Republic of China from Printpack US.
  • Representing Thaifoods Group Public Company Limited, a major Thai manufacturer of food & beverages company, as legal counsel in connection with the acquisition of all shares in a company that produces sauce and seasoning products, with a deal value of THB 280.5 million (USD 9 million).
  • Representing YUM in connection with the sale of KFC’s call center business under YUM to True Touch Co., Ltd., a joint venture between True Corporation Public Company Limited and Bellsystem24 Holdings that provides comprehensive Business Process Outsourcing and Outsource Call Center solutions.
  • Representing the selling shareholders of AA.Nuctech Co., Ltd., an exclusive representative for China’s NUCTECH Company Limited (NUCTECH) and a leading distributor of x-ray devices in Thailand in connection with a cross-border transaction for the sale of 49% shares of the same company to a Hong Kong purchaser for a joint venture partnership.
  • Representing SME Trust, a private equity trust invested by the Stock Exchange of Thailand, Krung Thai Bank Public Company and National Science and Technology Development Agency, in connection with the acquisition of several SME companies.
  • Representing Global Consumer PLC., a listed company engaging in flexible plastic packaging for various types of consumer products and food business, in connection with the acquisition of several restaurant chains in Thailand including the franchise right of Dean & DeLuca and joint venture with its business partners to expand its restaurant business.
  • Representing Mercury Global International Company Limited, an investment holding company focusing on investing in diversified environmental protection industry projects through a joint venture with Triton Holding Public Company Limited to operate a waste-to-energy power plant.
  • Representing Big Camera Corporation Public Company Limited in connection with the joint venture and expansion of its business in Vietnam to operate retail shops.
  • Representing Prima Marine Public Company Limited, a full-service provider in the marine transport industry, in connection with the acquisition of up to 100% shares in Big Sea Company Limited which operates an oil shipping and maritime business in Thailand. This complex acquisition was divided into 2 phases involving an earn-out provision for the payment of the second phase acquisition. Acquisition size of approximately THB 2.9 billion (USD 93.3 million).
  • Representing AEC Securities Public Company Limited in connection with the sale of AECS’s retail securities business to UOB Kay Hian Securities (Thailand) Public Company Limited.
  • Representing Food Capitals Public Company Limited, a rapidly growing food consumption business across Asia and listed on the Stock Exchange of Thailand in connection with the sale and divestment of certain subsidiaries to the purchasers.
  • Representing Thai Mui Corporation Public Company Limited as legal counsel on the acquisition of 70% shares in Trend Asia Corporation to expand its business into the water treatment sector.
  • Representing Siamraj Public Company Limited, a Thai listed company engaging in construction, procurement, distribution, and installation of engineered Pump and systems, in connection with the acquisition of 25.1% shares from two solar power plant companies: C2C Solutions Co., Ltd. and Sole Tech Solutions Co., Ltd. Acquisition of all shares in Techtronic Company Limited with an acquisition size of approximately THB 313.5 million (USD 10.1 million).
  • Representing Ferrum Public Company Limited, a Thai listed company engaged in LPG distribution and the operation of LPG services station in Thailand, in connection with the acquisition of 100% shares in Star Gas Company Limited. from the existing shareholders of Star Gas Company Limited. Acquisition size of approximately THB 550 million (USD 17.7 million).
  • Representing Chartchewa Company Limited, a holding company with investments in various business sectors, as legal counsel in connection with the acquisition of 31.88% shares of one of the leading property developers in Thailand – Chewathai Public Company Limited from TEE Development Pte Ltd (a wholly-owned subsidiary of TEE Land Limited, listed on the Singapore Stock Exchange). This transaction was a complex international cross border deal structured to comply with the tender offer regulations with a total value deal of THB 318 million (USD 10.2 million).
  • Representing TIME dotCom International Sdn Bhd, a subsidiary of a Malaysian listed company, in connection with the acquisition, through a partial voluntary tender offer of 38.75 percent of the issued share capital of Symphony Communication Public Company Limited, with an approximate total value of THB 1.54 billion (USD 49.6 million).
  • Representing a group of Thai individuals in connection with the partnership with Singapore International School of Bangkok Company Limited, a leading provider and manager of premium Singapore school in Thailand, to establish an international school in Chiang Mai Province.