Allen & Overy has acted as co-counsel on Tesco plc’s disposal of its business in Thailand
18 December 2020
Allen & Overy has acted as co-counsel to Tesco plc (Tesco) on the sale of Tesco’s entire interest in its business in Thailand to C.P. Retail Development Co., Ltd., a company held by various CP Group entities (CP Group), which includes a portfolio of nearly 2,000 stores nationwide in Thailand.
The transaction represents the largest corporate acquisition ever in Thailand, and it is also the largest in the Asia-Pacific region for calendar year 2020 to-date.
The transaction was initially signed and announced to the market on 9 March 2020 with the Office of Trade Competition Commission, Thailand’s competition regulator, providing its approval for the transaction on 9 November 2020 subject to several conditions imposed on the CP Group as the acquirer and the target business. Subsequent to this, the transaction reached formal close on 18 December 2020.
Suparerk Auychai, partner and head of our Bangkok office’s corporate practice, commented: “We have a long-standing relationship with Tesco in Thailand, having advised them on a significant number of prior transactions, including local joint ventures. We also advised on the establishment and subsequent listing in March 2012 of the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund, which to date remains the largest property fund IPO in Thailand.” Suparerk added: “A&O’s in-depth local market expertise and our understanding of Tesco’s business was effectively applied throughout this transaction, which included comprehensive bidder and Thai antitrust analysis.”
Chris Burkett, counsel in our Bangkok office, commented: “Successful completion of this transaction follows our team’s work advising on other large-scale M&A deals in Thailand, including acting for TMB Bank on its approximate USD5.5bn merger with Thanachart Bank in what was the largest bank merger ever in the country, in addition to earlier advising Engie on the USD3bn divestiture of its entire 69.1% interest in Glow Energy to Global Power Synergy – the latter being a deal that also involved substantial antitrust elements.”
The A&O team that advised on the Tesco transaction was led by partner Suparerk Auychai, counsel Chris Burkett and lead senior associate Nonnabhat Paiboon, with considerable support from associates Nopparuj Sallakanonta (real estate), Chakrit Chomketkaew and Pimchanok Eianleng as well as many other associates on the team. Partner Noparat Kaewsringarm, senior consultant Dumnern Subpaisarn and counsel Arthit Hemara also provided specialist advice in relation to litigation and regulatory matters.