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Bangkok Post
Bangkok Post
Business

Mergers shake up the landscape

Amid economic challenges and rapid changes in various sectors, the strategic approach of mergers and acquisitions (M&A) was used to help businesses stay afloat and elevate their competitiveness, in addition to partnership agreements.

The telecom sector dominated M&A movement in 2022, led by the planned amalgamation of True Corporation and Total Access Communication (DTAC).

The deal was eventually acknowledged by the telecom regulator in October, paving the way for the merger to progress, which could wrap up by next year.

Businesses in other sectors, including banking, property, retail and auto, also pursued acquisition and partnership deals to strengthen their positions in the market.

The logos of True Corporation and DTAC are reflected in a department store window in Bangkok. REUTERS

DTAC-True amalgamation

It was a full year of intense debates as two major telecom operators -- True and DTAC -- attempted to amalgamate in 2022.

The deal was announced by Norway's Telenor, the parent of DTAC, and conglomerate Charoen Pokphand (CP) Group, the parent of True, in November 2021.

The deal was heavily criticised by consumer advocates, academics and some economists, who said it would reduce market competition, with users expected to bear the brunt.

True and DTAC submitted their amalgamation report to the National Broadcasting and Telecommunications Commission (NBTC) on Jan 25, 2022, in compliance with the rule that parties wishing to merge must report to the regulator 90 days before they can execute a merger.

They said the deal would create a real equal partnership as neither company would have full control of the merged firm, with each holding about a 30% stake.

The deal would mark the first time Telenor has invested in a country where the company does not have full control of management.

The two firms said their consolidation would create "real competition" in the telecom segment, stating if one player was too strong and there are two weak players, that is not real competition.

The move would also yield benefits to consumers and drive the country's advancement in the digital era, said the firms.

Their amalgamation plan was scrutinised by the NBTC.

An NBTC subcommittee examining the economic impact of the merger deal said it could dent GDP growth by 0.05%-1.99%, depending on the level of collusion by major operators after the merger takes place. It also reported the merger could drive up the inflation rate by 0.05%-2.07%, depending on the degree of collusion.

Regarding the prospect of mobile service prices after the merger, they could rise by between 2.03% and 19.5% even if no collusion takes place, according to the subcommittee.

Still, the NBTC voted on Oct 20 3-2 for the stance that it has no authority to consider approving or rejecting the planned merger. It then acknowledged the planned merger and issued remedial measures.

The resolution drew the ire of several parties, who petitioned the Central Administrative Court to revoke it.

The Thailand Consumers Council filed a petition with the court on Nov 10, asking it to revoke the NBTC's resolution and issue an injunction pending its ruling.

The court on Dec 9 threw out the injunction request, saying it found no grounds to assume the NBTC's decision was illegitimate, while the regulator also prescribed remedies meant to regulate the merger.

The court's decision is seen by observers as clearing a way for the amalgamation, which is now expected to be completed in January 2023.

AIS announced in July its plan to acquire TTTBB and invest 19% in JASIF in a deal worth 32.4 billion baht in total.

Fixed broadband push

Leading mobile operator Advanced Info Service (AIS) took a bold step in the fixed broadband business by announcing its plan in July to acquire Triple T Broadband (TTTBB), which runs its internet service under the brand 3BB, from Jasmine International Plc (JAS).

As part of the deal, AIS also vowed to buy a 19% stake in Jasmine Broadband Internet Infrastructure Fund (JASIF) from JAS.

The deal emerged as the telecom industry was focusing on the planned amalgamation of AIS's two rivals: True and DTAC.

The two deals differ as AIS is acquiring all of TTTBB, while True and DTAC are moving towards a share swap to create a new firm.

AIS said its acquisition plan will yield a long-term benefit for the home broadband sector, enabling Thai users in urban and non-urban locations to have access to digital services and high-speed internet with fibre-optic technology.

After the acquisition is completed, AIS would become the second-biggest player in the fixed broadband market with a 34% market share, trailing only True with a 39% market share.

AIS operates its own fixed broadband business under the AIS Fibre brand, which was launched in 2015. AIS Fibre's market share is close to that of National Telecom, which is in third place.

Though the acquisition of TTTBB appears to be proceeding smoothly, AIS faced turbulence in its move to buy a 19% stake in JASIF.

In October, JASIF unitholders rejected AIS's proposed amendments to optical fibre cable (OFC) rental agreements between TTTBB and JASIF. JASIF owns OFCs spanning 1.6 million core kilometres, which are currently leased by TTTBB.

AIS wanted to terminate the existing rental assurance agreement, which concerns 20% of JASIF's OFCs, and extend the main lease agreement, which involves 80% of JASIF's OFCs, from Jan 29, 2032, to Dec 31, 2037.

Despite the rejection, AIS indicated in an exchange filing in November that it was still committed to pursuing the deal, which is expected to be completed by the first quarter of 2023.

The firm gave no indication as to whether it will extend the leasing contract for JASIF after it expires in January 2032.

AIS said it would consider other alternatives as appropriate, such as the establishment of an infrastructure fund.

Industry analysts are convinced the acquisition will eventually sail through checks by the telecom regulator.

Staff walk past a satellite dish farm at the Thaicom centre in Nonthaburi. Gulf said it will buy a 41.1% stake in Thaicom from InTouch Holdings Plc for 4.4 billion baht. (Photo: Pattarapong Chatpattarasill)

Gulf space foray

Gulf Energy Development Plc, Thailand's biggest private power producer by market value, made a surprise announcement in November, saying it would acquire satellite service provider Thaicom as it aims to explore new opportunities in the space economy.

Led by energy tycoon Sarath Ratanavadi, Gulf said it would buy a 41.1% stake in Thaicom from InTouch Holdings Plc for 4.4 billion baht.

The company said all the conditions for the purchase are expected to be completed in the first quarter of 2023.

Gulf also indicated it would propose a tender offer to acquire the remaining shares from other shareholders for 6.4 billion baht.

The shares of Thaicom are to be purchased by either Gulf or its subsidiary Gulf Ventures Co, or both, for 9.92 baht per share.

Thaicom is a subsidiary of InTouch, which is 41.1% owned by Gulf.

Gulf said in the exchange filing the acquisition would give it an opportunity to explore future growth sectors in the new space economy as well as expand the firm's businesses.

The deal caught industry analysts by surprise as Gulf had never mentioned its interest in the satellite business, while its strategic plan for the space economy remains unclear.

The planned acquisition of Thaicom comes as the NBTC organises a satellite orbital slot auction on Jan 15 next year, when Thaicom subsidiary Space Tech Innovation is due to participate.

Thaicom has been expanding its business portfolio to ensure its revenue stream after its satellite operating concession expired in September 2021.

The firm made a move into the low-Earth orbit (LEO) satellite-linked business, which is gathering steam in the space economy.

In March, Thaicom signed a partnership deal with Globalstar, the leading provider of satellite Internet of Things solutions and mobile satellite services through its 50 LEO satellites.

The agreement sees American firm Globalstar hire Thaicom to develop, equip and operate ground station facilities in Thaicom's Teleport Centre in Pathum Thani for Globalstar's LEO satellite constellation.

Thaicom said it is also in talks with another three global LEO satellite providers that have strengths in different service categories.

The Citi logo is displayed at a Money Expo. Citi's retail banking and consumer credit card businesses in Thailand were sold to UOB group in November. (Photo: Patipat Janthong)

Citi-UOB deal

Top executives of Citi and United Overseas Bank Ltd (UOB) in Thailand expect continued growth in their businesses here after the sale of Citi's Thai retail banking and consumer credit card businesses to the UOB group in November 2022.

Citi and UOB first announced the transaction on Jan 14, 2022, as part of a broader sale agreement covering Citi's consumer banking across the four markets of Thailand, Malaysia, Vietnam and Indonesia. The sale excludes the bank's institutional businesses.

Citi Thailand remains committed to the local market and growing with its institutional clients, said country head Tibor Pandi.

Mr Pandi said the bank would continue its investment and leadership, providing best-in-class solutions to institutional clients, despite its exit from consumer banking across 14 global markets, including Thailand.

He said in 2023, Citi Thailand's overall business growth is expected to reach double-digit territory, in line with increasing client activity.

This growth projection assumes the global macroeconomic situation remains somewhat steady and current geopolitical conflicts will not deteriorate to such an extent that people are stopped from investing and trading.

Since announcing in 2021 as part of its strategic refresh that Citi intends to exit consumer banking across 14 markets in Asia, Europe, the Middle East and Mexico, sales agreements as of Dec 1, 2022 have been signed in nine markets and have closed in five: Australia, the Philippines, Thailand, Malaysia and Bahrain.

Recently Tan Choon Hin, president and chief executive of UOB Thailand, said prospects for growth in the bank's retail banking businesses are positive thanks to the Citigroup acquisition coupled with Thailand's resiliency in handling expected economic challenges over the next couple of years.

According to UOB, the acquisition is part of its strategy to scale up its Asean retail business outside its home market of Singapore. Once completed, the acquisition is expected to double UOB's existing retail customer base in the four markets to 5.3 million customers.

An aerial view of Selfridges' landmark store on London's Oxford Street.

Central buys Selfridges

Despite ongoing Covid-19 outbreaks, Thailand's retail industry remains active, with continuous investment from most big retailers.

The largest deal is likely Central Group's acquisition of British luxury chain Selfridges.

In August of 2022, Central Group and its long-standing partner Signa Holding, a real estate and retail group in Europe, announced the completion of their acquisition of the luxury retailer Selfridges Group from the Weston family.

The deal is worth about 180 billion baht.

The transaction created one of the world's leading luxury department store groups with a presence in eight European countries and flagship stores in major European cities' most sought-after locations, particularly the iconic Selfridges in London's Oxford Street.

Selfridges Group's portfolio comprises 18 stores under four banners in three countries, namely Selfridges in England, Brown Thomas & Arnotts in Ireland, and De Bijenkorf in the Netherlands.

These will be integrated with Central and Signa's existing combined portfolio of 22 luxury department stores, along with two new stores slated to open soon in Dusseldorf and Vienna, according to Central.

The current holdings comprise Rinascente in Italy and Illum in Denmark, which are wholly owned by Central Group, and KaDeWe, Oberpollinger, and Alsterhaus in Germany as well as Globus in Switzerland, which are jointly owned by Central Group and Signa Holding.

The integration includes Selfridges Group's unrivalled e-commerce platforms, which attract more than 30 million monthly online visitors and ship to 130 countries.

BYD plans to build an electric vehicle manufacturing facility in Rayong with annual production capacity of 150,000 units. (Photo: Patipat Janthong)

Start of EV growth

WHA Group and Chinese electric vehicle (EV) maker BYD signed a land purchase deal in August to develop an EV production facility in Rayong, part of efforts to help make Thailand an EV hub.

Subsidiary WHA Industrial Development Plc sold 600 rai of land at its newly built WHA Rayong 36 Industrial Estate to the Shenzhen-based automaker.

The plot is relatively large, compared with the 400-500 rai WHA sold to other car companies.

The land size is almost half of the 1,281 rai of industrial land under WHA's first-phase development. The company plans to develop almost 500 rai of additional land in the second phase to serve more factories in the EV supply chain.

With an investment of 17.8 billion baht, BYD plans to build an EV manufacturing facility with annual production capacity of 150,000 EVs. The company will focus on battery EVs, but is considering the possibility of making plug-in hybrid EVs, which run on both electricity and petrol, said Liu Xueliang, general manager of the BYD Asia-Pacific auto sales division.

"In the future when roads are full of EVs, we will think of this historic day," he said, referring to Sept 8 when WHA and BYD signed the land purchase deal in a Bangkok hotel.

The National EV Policy Committee announced last March it wanted EVs to constitute 50% of locally made vehicles by 2030, part of an ambitious plan to make Thailand a regional EV production centre.

BYD is short for Build Your Dreams. The phrase made Jareeporn Jarukornsakul, chairwoman and group chief executive of WHA Group, believe that WHA can help the government develop the EV industry by offering facilities to EV makers.

"I have a dream to see Thailand become an EV hub, not only for Asean but also the world," she said.

An aerial view of the Westin Siray Bay Resort & Spa in Phuket, which AWC acquired in November 2022.

AWC's aggressive expansion

Despite a gradual tourism recovery, SET-listed Asset World Corp (AWC) has continued its aggressive plan to acquire more hotels for its portfolio and roll out new projects throughout the year.

In the third quarter of 2022, AWC registered a new company named AWC Hospitality Development with the aim of investing in hotel businesses that have growth potential in leading destinations.

Wallapa Traisorat, chief executive and president of AWC, said many deals were offered to AWC for consideration.

The company reportedly prepared more than 4 billion baht for new acquisitions from a total investment budget of 100 billion baht covering its five-year plan.

In November, AWC invested 8.85 billion baht for two acquisitions: the 3.55-billion-baht Westin Siray Bay Resort & Spa in Phuket, and the Grand Mercure Bangkok Windsor, which AWC owned through Windsor Hotel Co's buyout, totalling 5.3 billion baht.

A few months earlier, the company announced the development of an integrated wellness resort to tap high-end health-conscious travellers.

Out of an investment budget of 3.46 billion baht, 1.27 billion was a rental fee for the historic Chao Phraya riverside plot from the Wanglee family under a 30-year lease, plus another 30-year extension.

Another 2.16 billion baht was for project developments, including a luxury hotel managed by Ritz-Carlton.

With 19 hotels in AWC's portfolio, the number of rooms increased to 5,199 this year, from 3,432 rooms in 2019.

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