M&A Guide 2026: Thailand

In 2025, Thailand’s M&A market remained resilient despite ongoing economic uncertainty, local political influence, and more cautious lending by financial institutions. Both domestic and foreign investors continued to pursue strategic transactions, with deal activity concentrated in the industrials, TMT (technology, media, and telecommunications), energy, and real estate sectors. While transaction volumes were selective, overall value was supported by a number of high-value and strategically significant transactions, particularly in capital-intensive and infrastructure-related sectors.

Cross-border investment remained significant, reflecting Thailand’s continued role as a regional manufacturing, logistics, and digital infrastructure hub within Southeast Asia. Investors became more selective, focusing on digital infrastructure and scalable, income-generating assets with long-term growth visibility. Chinese investment in data centres continued, with expected expansion into renewable energy and related sectors.

Overall, M&A activity in 2025 reflected a combination of portfolio rationalisation, capital management, and strategic expansion, underscoring the continued role of M&A as a key tool for corporate transformation in Thailand.

Thailand’s M&A landscape in 2025 continued to be shaped by a mix of private and public transactions, with private deals remaining the dominant driver of activity. This is largely due to their flexibility, faster execution, and suitability for mid-market transactions, which are increasingly attractive to both domestic investors and international investors. Private M&A is particularly active in high-growth sectors such as technology, the music industry, electric vehicles, and real estate.

Public M&A, on the other hand, is more concentrated in established industries such as telecommunications, energy, financial services, and infrastructure. In these industries, listed companies are actively pursuing consolidation, strategic partnerships, and restructuring to enhance efficiency, scale, and regional competitiveness amid economic headwinds and evolving regulatory expectations.

While foreign investors continue to favour private transactions largely due to their relatively streamlined regulatory requirements, the market is witnessing a notable shift towards participation in larger and more structured deals, particularly in energy transition and infrastructure sectors, often undertaken in partnership with local players.

In 2025, several high-profile M&A transactions in Thailand significantly shaped the market landscape. One notable transaction involved a divestment of ITD Cementation India by Italian-Thai Development Public Company Limited. Italian-Thai Development Public Company Limited completed the sale of its 46.64% stake in ITD Cementation India Limited, its listed Indian infrastructure and construction subsidiary, to Renew Exim DMCC. The transaction, completed in May 2025, was valued at approximately THB 11.8 billion ($351 million) and constituted a significant cross-border disposal by a Thai listed company. The deal formed part of ITD’s capital management and strategic realignment efforts.

Another significant deal was the strategic joint venture between Berli Jucker Logistics and DHL Supply Chain (Thailand). Berli Jucker Logistics Co., Ltd. (BJL), a subsidiary of Berli Jucker Public Company Limited (BJC Big C Group), entered into a joint venture agreement with DHL Supply Chain (Thailand), to elevate logistics and supply chain operations to global standards. The partnership is intended to strengthen BJL’s logistics platform and expand its capabilities in high-growth sectors, particularly healthcare and animal health business, where logistics operations require specialised infrastructure, stricter regulatory compliance, and temperature-controlled distribution.

In addition, a notable big lot acquisition took place involving SPCG Public Company Limited (SPCG), a leading renewable energy company listed on the Stock Exchange of Thailand (SET). SPCG’s major shareholder, Ms Wandee Khunchornyakong, completed an additional acquisition of approximately 95 million shares, representing 8.9%, of SPCG, through a transaction valued at around THB 1,258 million (USD36 million). This acquisition reflects a strategic move to reinforce long-term commitment to SPCG’s renewable energy platform and to enhance investor confidence in the company’s stability and consistent dividend-paying capacity. Following the transaction, her shareholding increased to approximately 46%, further consolidating her position as a key shareholder.

These high-profile transactions have attracted significant public attention and highlight key M&A trends in Thailand, including ongoing cross-border activity, portfolio restructuring by Thai corporates, increased use of strategic partnerships and joint ventures, and interest in resilient sectors such as renewable energy and logistics. Their complexity and cross-border nature also required careful legal analysis and deep understanding of local market dynamics.

In 2025, Thailand’s M&A market demonstrated resilience despite fluctuations and intensifying competition from neighboring countries. While 2024 was characterised by a strong focus on TMT, real estate, and healthcare, with a higher value per deal, 2025 has seen a transition towards digital infrastructure, especially data centres, as well as renewable energy and broader technology-driven businesses. This shift reflects growing emphasis on digitalisation, energy transition, and long-term structural growth opportunities.

M&A activity in Thailand in 2026 is expected to remain somewhat volatile amid ongoing domestic and global economic uncertainty. Despite these headwinds, investor interest is likely to persist across a range of sectors. Traditional areas such as TMT, real estate, and hospitality are expected to remain active, alongside a growing shift towards future-oriented sectors, particularly digital infrastructure (notably, data centres), renewable energy, and other technology-driven businesses. Outbound investment is expected to remain concentrated in energy, power, and natural resources, driven by the need to secure long-term supply and diversify revenue streams. At the same time, deal structures are becoming more flexible and strategic, with joint ventures, venture capital investments, and strategic alliances increasingly used as preferred entry routes, allowing investors to manage risk while limiting upfront capital commitments.

Investors from China, Japan, and Singapore are expected to remain key players in Thailand’s M&A landscape.

Tax implications and foreign ownership restrictions continue to play a vital role in shaping deal structures in Thailand. Fixed pricing remains traditional, particularly for large-scale transactions, as they provide greater deal certainty, facilitate faster execution, and minimise the need for post-completion adjustments. This pricing approach is particularly favoured by Thai sellers, especially in bidding or auction processes where compressed timelines and execution certainty are critical.

At the same time, Thai conglomerates and foreign investors are strategically diversifying their portfolios, expanding into areas such as real estate and construction, large-scale infrastructure projects, and renewable energy. This trend reflects a broader effort to capture long-term growth opportunities, enhance resilience, and align with structural shifts in the economy, including urbanisation and the energy transition.

In 2025, financial investors, including private equity firms, continued to play a significant role in Thailand’s M&A market. M&A documentation has become increasingly aligned with international standards, commonly incorporating key elements such as pricing structures, warranty and indemnity (W&I) provisions, liability limitations, and the use of W&I insurance.

Due diligence practices have also evolved, with greater focus on regulatory compliance, particularly data protection requirements. The Foreign Business Act B.E. 2542 (1999) (FBA) remains a key consideration, given its restrictions on majority foreign ownership in many sectors. In response, foreign private equity investors and venture capitalists adopted minority investment strategies, partnering with local stakeholders to navigate regulatory constraints while maintaining exposure to growth opportunities.

Private M&A transactions in Thailand are primarily governed by the Civil and Commercial Code, as amended, with the Department of Business Development under the Ministry of Commerce (MOC) serving as the main regulatory authority.

For public M&A transactions, the principal legislation is the Public Limited Companies Act B.E. 2535 (1992), as amended, with the MOC overseeing public companies. Additionally, for publicly listed companies on the SET or those that have issued securities to the public, the Securities and Exchange Act B.E. 2535 (1992) (the SEC Act), as amended, is also applicable. These companies are further regulated by the Securities and Exchange Commission of Thailand (SEC) and the SET.

Merger control in Thailand falls under the Trade Competition Commission of Thailand, which enforces the Trade Competition Act B.E. 2560 (2017) (TCA) and its sub-regulations. The TCA governs M&A transactions that could lead to monopolies, market dominance, or significant reductions in market competition. However, it does not apply to industries regulated by sector-specific legislation – such as telecommunications, broadcasting, and energy – governing the relevant M&A transactions.

At the end of 2025, the MOC issued a new order, effective January 1 2026, aimed at preventing the use of Thai nationals as nominees by foreign investors in violation of applicable laws. Under this order, the applicants establishing a new company must submit bank statements for the past three months of all Thai shareholders as supporting evidence, demonstrating that each Thai shareholder has made payments consistent with their capital contribution. This requirement applies where:

• There is foreign ownership and it is below 50%; or

• There is no foreign shareholder, but a foreign national is an authorised signatory.

In addition, a late-2025 amendment to the TCA merger control regime revises the collective dominance exemption. While the top three operators with a combined market share of at least 75% remain collectively dominant, an individual operator will be exempt if it has an annual sales turnover below THB 1 billion or a market share below 20% in the preceding year (increased from 10%).

There are five legislative amendments under consideration that could significantly impact cross-border M&A transactions.

The first relates to proposed amendments to the TCA aimed at strengthening enforcement and modernising Thailand’s merger control regime. Several proposals were put forward by political parties and the TCC. Following the recent general election, a new Cabinet and House of Representatives are expected to be formed soon. The incoming Cabinet will have the statutory authority to determine whether, and in which draft, the amendment process should continue, including whether a new ad hoc committee should be established to continue consideration of the amendment to the TCA. To date, no definitive conclusions have been reached.

The second amendment concerns the FBA and proposed exemptions from foreign ownership restrictions for certain types of businesses. The reform initiative is intended to reduce regulatory obstacles, promote trade and investment, and shift the policy focus from ‘protection’ towards strengthening the competitive capacity of Thai enterprises, particularly in future-oriented industries such as startups and innovation-driven businesses. However, as of early 2026, the proposed exemptions and broader legislative amendments remain under review, and the existing FBA regime continues to apply.

The third amendment relates to material transactions (MT) and related-party transactions (RPT). The Office of the SEC has introduced revisions to the MT framework to enhance shareholder protections, expand definitions, clarify calculation methods, extend the aggregation period to 12 months, and require progress reporting. For RPTs, key changes include exclusion of certain arm’s-length commercial transactions, revision of valuation and aggregation rules, and removal of the SEC’s discretionary power on fairness assessments. The revised MT and RPT regulations have already been issued and will come into effect on July 1 2026.

The fourth amendment concerns tender offer rules, aiming to refine exemptions from mandatory tender offers. Key proposals include clarifying obligations for direct and indirect acquisitions, introducing exemptions where voting control is not materially affected, revising tender offer pricing rules, and updating provisions on offeror duties and partial offers. These changes are still at an early stage, with further developments expected between 2026 and 2027.

Lastly, the MOC has issued a new order, effective April 1 2026, to further address the use of Thai nationals as nominees by foreign investors in violation of applicable laws. It applies to changes in authorised signatories where such change would result in a foreign national becoming, or acting jointly, as an authorised signatory. Under this order, the applicant director is required to submit a confirmation letter stating that all shareholders are genuine investors who have actually paid for their shares, and that no Thai national is assisting, supporting, or participating in the business as a nominee for a foreigner.

A persistent misconception involves the legality of nominee shareholder arrangements. While permissible in certain jurisdictions, Thai law prohibits Thai nationals from acting as nominee shareholders intending to circumvent foreign ownership restrictions under the FBA or the Land Code B.E. 2497 (1954). This misconception may arise from the existence of different share classes in Thai companies, leading some to believe that nominee structures are legally permissible and enforceable. However, these arrangements, put in place to circumvent the foreign ownership restrictions, violate Thai law and can result in severe penalties for Thai and foreign parties involved.

When structuring an M&A transaction involving foreign entities, foreign ownership restrictions applicable in Thailand are often a key concern but are sometimes overlooked due to the misconception mentioned above.

Furthermore, while merger control requirements receive more attention from investors, certain unfamiliar or new investors sometimes overlook the requirement for merger control clearance, as the merger control regime has been fully enforced in Thailand for less than 10 years. Nevertheless, there has been an increasing number of rulings and precedents under the Thai merger control regime established by the TCA, and investors tend to be more familiar with the requirements.

Following the pandemic, the practice of conducting M&A transactions remotely – initially adopted out of necessity – has continued. The use of virtual data rooms for due diligence, remote closings, electronic exchange of signature pages, and board and shareholders’ meetings conducted via electronic means have become standard in Thailand.

That said, while Thai law generally recognises electronic signatures, they are not yet widely adopted in commercial transactions. Thai authorities still require wet-ink signatures for official documents, and there is a lack of court rulings providing clear guidance on the enforceability of electronic signatures. However, there is a growing trend – particularly in cross-border transactions – towards using electronic signatures, especially when supported by trusted software that verifies the signer’s identity through a secure system.

The key requirements for a tender offer for the shares of a public company listed on the SET are set out in the takeover rules under the SEC Act. Under these rules, an acquirer must make a mandatory tender offer to purchase all shares and equity-linked securities of the target company if they acquire a quantity that reaches or exceeds thresholds of 25%, 50%, or 75% of the total voting rights of a listed target company. Pursuant to the Notification of the Capital Market Supervisory Board, acquisitions by the acquirer, its related persons, persons acting in concert with the acquirer, and their related persons shall be aggregated when determining whether the applicable threshold has been reached or exceeded.

This requirement does not only apply to the direct acquisition of shares in the target, but also to acquiring shares in an intermediate or ultimate holding company that controls a public company listed on the SET, known as the ‘chain principle rule’.

In addition to a mandatory tender offer, an acquirer who purchases shares without reaching the mandatory threshold may submit a voluntary tender offer to gain control of the target company. This allows the offeror to announce a tender offer for all or a portion of shares while specifying the minimum percentage they wish to acquire. The offeror may also set certain conditions prior to launching the tender offer. If the offeror sets a minimum percentage of shares they wish to acquire, and the number of shares tendered falls short of that minimum percentage, the acquirer is allowed to withdraw the tender offer.

Another significant factor in public and private M&A transactions is the restrictions on foreign shareholdings under the FBA. Due to these restrictions, a foreign investor may opt for a partial tender offer for less than 50% of the target company’s shares, which requires approval from the target company’s shareholders’ meeting and the SEC, subject to conditions specified in relevant SEC notifications.

An unsolicited bid can be structured similarly to a non-hostile bid, either through a mandatory or voluntary tender offer. However, hostile takeovers are rare in Thailand, primarily due to the lack of minority squeeze-out mechanisms under Thai law.

While a mandatory tender offer must be unconditional, a voluntary tender offer may be subject to certain conditions. These typically include regulatory approvals, board or shareholder approval from the offeror’s side, and relevant third-party consents.

In recent years, following the full implementation of Thailand’s merger control regime and the rise in high-profile public M&A transactions, more attention has been paid to merger clearance in voluntary tender offers. Additionally, material adverse change (MAC) clauses may be included as conditions for share acquisitions.

Under Thai public takeover rules, a mandatory tender offer and voluntary tender offer may be withdrawn if:

• Any event or action occurs after the tender offer has been filed with the SEC but before the end of the offer period that has caused or may cause significant damage to the financial position or assets of the target business, and such event or action is not caused by, or attributable to, the offeror; or

• The target company undertakes any action after the tender offer has been filed with the SEC but before the expiry of the offer period that results in a significant decrease in the value of its shares.

The right to withdraw the tender offer may be exercised only if such actions are stated in the tender documents and no objection is raised by the SEC.

Break fees are not commonly employed in public M&A transactions in Thailand. Rather, public M&A deals are typically protected by non-refundable deposits or exclusivity undertakings to safeguard offerors. When break fees are used, Thai courts award damages based on actual loss, meaning the quantum of the break fee can be adjusted at the court’s discretion.

The most frequently used consideration mechanisms in Thailand are fixed price and completion accounts. Although the use of locked-box mechanisms has increased in recent years, they remain less prevalent compared with other purchase price mechanisms. Earn-out mechanisms are occasionally used, particularly when founders or executives are required to remain with the company for several years post-closing.

The use of W&I insurance has increased in cross-border M&A transactions, especially when private equity investors are involved. However, W&I insurance remains uncommon among Thai investors due to limited familiarity, high costs, product constraints, and coverage exclusions. Despite this, some Thai-listed companies are open to using W&I insurance in outbound M&A transactions.

Apart from MAC clauses, regulatory approvals, licences, and permits material to the target’s business are customarily required as conditions precedent to completion. In addition, merger control clearance is a key consideration at the deal structuring stage, as market participants become increasingly accustomed to regulatory requirements following the full implementation of Thailand’s merger control regime.

In cross-border M&A transactions, it is common practice to adopt foreign governing laws in share purchase agreements. Thai courts generally recognise and uphold a contractual choice of foreign law, particularly when one of the parties is a foreign entity or individual. Thai courts will not enforce the chosen law if it is contrary to public order or the good morals of Thais. Recognition of foreign governing law may be more easily achieved if a share purchase agreement governed by foreign law is enforced outside Thailand, such as through foreign arbitration or a foreign court.

In Thailand, the most common exit strategies are trade sales and IPOs, particularly in private equity transactions. Shareholders’ agreements frequently include provisions granting investors the right to initiate a trade sale or an IPO once the target business reaches a specified valuation. However, in 2025, the capital markets in Thailand were relatively slow, with a more cautious investment environment and fewer IPO activities. As a result, investors have increasingly considered trade sales or strategic exits as alternative exit routes.

Thailand’s M&A market in 2026 is expected to remain dynamic despite ongoing global uncertainty and uneven economic recovery. Government policies and investment incentives will continue to support activity in key sectors such as advanced manufacturing, energy, and infrastructure, while financial pressures may increase opportunities in distressed assets, particularly in real estate and hospitality.

Chinese investment is expected to remain prominent, especially in data centre development driven by digitalisation and cloud demand, with spillover into related sectors such as renewable energy and rooftop solar.

At the same time, legal practice continues to evolve, with AI increasingly used in due diligence, contract review, and document automation, enabling more efficient and value-added advisory services.

Overall, Thailand’s M&A environment in 2026 will likely reflect a mix of strategic and opportunistic transactions, supported by policy, sectoral shifts, and evolving regional investment trends.