A frenetic year of acquisitions in Thailand is finally drawing to a close after many participants saw such corporate deals as a means of ensuring their survival
Corporations have been busy striking merger and acquisition deals this year, in the belief that the transactions will strengthen their business, ease cost pressures, and offer new opportunities.
Such partnerships are perceived as a key strategy to stay afloat or even thrive during a difficult time, amid a raging pandemic and rapid changes in digital customer behaviour.
DTAC, TRUE TIE-UP
In the early morning of Nov 22, many people were surprised to hear of the planned merger between True Corporation Plc and Total Access Communication Plc (DTAC), No.2 and No.3 mobile operators in Thailand.
Both companies notified the Stock Exchange of Thailand on that day that they had entered into a non-binding memorandum of understanding to study a tie-up.
The newly combined entity will move into new advanced technology, such as artificial intelligence, the cloud, Internet of Things, digital media solutions and smart devices as well as space technology, apart from their traditional telecom business, according to a joint press conference by conglomerate Charoen Pokphand (CP) Group, the parent of True, and Norway’s Telenor Group, the parent of DTAC.
The two companies are now moving towards due diligence and an asset valuation process, which could be wrapped up in the second quarter of 2022.
According to a source with knowledge of the deal, the merged entity will have a 33.1% stake held equally by CP and Telenor. A 10.1% stake will be held by China Mobile, and the rest by individual shareholders.
The ratio of the 33.1% stake held equally by CP and DTAC reflects that seen in the merged unit in Malaysia formed by Telenor and telecom company Axiata Group Bhd in June, but the new Thai entity will be almost three times the size.
The process related to the merger is expected to be under close watch throughout 2022 as this is the first consolidation of two major mobile operators in Thailand.
The deal will completely change the telecom business landscape in the country, with only two giant operators left.
Concerns have been raised about the prospect of less competition in the market, with consumers likely paying the price.
The deal meanwhile still faces tough regulatory challenges by related agencies and consumer advocates, who believe the merger could create market dominance and subsequently affect consumer interests.
It is likely that the new merged company will unify the duo’s mobile business into a single brand, while the combined company will be listed on the Stock Exchange of Thailand via a back-door listing through either True or DTAC.
However, some critics still cast doubt on how the two big telcos could assimilate due to their drastic differences in management styles, decision-making processes, procurement and negotiations with outsiders. Some said the deal is a key signal that Telenor would exit Thailand.
Some industry veterans believe the deal would enhance True’s image with a bigger subscriber base, which would be a boon for its future borrowing.
GULF’S NEW FRONTIER
Gulf Energy Development Plc, the country’s largest private power producer by market value, made a major stride towards telecoms and tech business by securing a 42.25% stake in InTouch Holdings Plc this year.
The move made Gulf the biggest shareholder in InTouch, overtaking Singapore’s Singtel Global Investment.
Gulf made the conditional voluntary tender offer for 81.07%, or 2,599.72 million shares, of total issued and paid-up InTouch shares on June 29. The tender offer price was set at 65 baht per share.
On July 27, 2021, it held a 28.85% stake in InTouch after acquiring another 9.92% of preliminary tendered shares.
The energy giant then wrapped up its 25-day tender offer of InTouch’s shares on Aug 4 with a total 42.25% stake in the tech and telecom-oriented holding company.
According to industry experts, the deal could facilitate Gulf’s move to diversify its portfolio that could serve development of its current business and future opportunities, such as smart grids, electric vehicles, autonomous cars, smart energy and smart ports.
Acquiring InTouch would also be a boon for Gulf’s financial balance sheet, they said.
The deal also leaves Gulf with an indirect 20% stake in InTouch’s subsidiary Advanced Info Service (AIS), the country’s largest mobile operator by subscriber base.
For AIS, it is expected to benefit greatly from the deal as Gulf is a big player in the energy business that could foster synergies in energy, industrial and digital spheres in the future.
The deal has pushed up the market cap of both InTouch and AIS, which would also be a boon for Singtel and its parent company, Singapore’s Temasek Holdings.
Business synergies between Gulf and AIS are expected to take place early in 2022 after Gulf sent several representatives to sit on the boards of InTouch and AIS, particularly over smart grid and data centre projects.
A source with knowledge of the deal pointed out that AIS, which has three new representatives from Gulf sitting on its board, could benefit from the deal in terms of lower electricity costs in the long run as several new projects are in the pipeline.
The AIS board recently approved its new operational strategy to be a “cognitive telco”, or a smart organisation, over the next three years. The move is seen as starting a new chapter for the company in 2022.
The food delivery market in Thailand experienced intense competition this year as demand soared significantly after the pandemic changed the way people lived and consumed, particularly when dining out was not an option.
Growing competition in delivery apps became even more intense after the Malaysia-based AirAsia Group announced on July 7 it would acquire Indonesian ride-hailing and payments company Gojek’s operations in Thailand and rebrand it as airasia food.
The AirAsia Group earlier indicated it would acquire 100% of the equity interest in two Thai business units of Gojek, namely Velox Technology (Thailand) for a purchase price of US$40 million, and Velox Fintech for $10 million. However, the planned purchase of Velox Fintech was later terminated.
The investment via a share deal saw Gojek receive 4.76% of shares in airasia Super App, one of three key digital companies with a focus on travel and lifestyle under airasia Digital.
Airasia Digital, which is AirAsia Group’s digital arm, consists of airasia Super App, Teleport, a logistics venture, and BigPay, a fintech company.
The AirAsia Group is confident that the delivery service in Thailand, which is a stronghold for AirAsia outside Malaysia due to its long-established reputation as a low-cost airline for the last 17 years, will help diversify Gojek’s customers from Bangkok to regional customers in places such as Chiang Mai, Phuket and Hat Yai.
Meanwhile, Gojek is also focused on expansion in Vietnam and Singapore after the acquisition.
AirAsia Group wanted to venture into digital business by developing its own super app even before the pandemic.
However, the emergence of Covid-19 in early 2020 accelerated that plan, particularly after its core business — aviation — plunged to nearly zero after international border closures.
The deal with Gojek was part of AirAsia Group’s digital transformation, in a bid to diversify AirAsia’s traditional airline service into non-aviation business.
Revenue from digital services is set to contribute 50% of overall revenue to the whole group within the next five years.
SCB’S CRYPTO RIDE
Siam Commercial Bank’s (SCB) strategic investment in Thailand’s leading digital asset exchange Bitkub Online Co, widely known as Bitkub, reaffirmed commercial banks’ view that the digital asset business is the future of the financial world.
It is also an example of how major traditional banks can avoid digital disruption by partnering with promising tech companies.
In November 2021, SCB group announced it would acquire 51% of Bitkub’s total shares from Bitkub Capital Group Holdings Co, worth approximately 17.85 billion baht in total.
The move follows the SCB group’s announcement of a major group restructuring, in order to move beyond the traditional banking business by becoming a major digital platform service provider.
Under this deal, SCB Securities Co will become Bitkub’s 51% major shareholder. It will work closely with the company in building a business and a digital asset ecosystem. The deal is expected to be completed by the first quarter of 2022, pending regulatory approval.
SCB chief executive Arthid Nanthawithaya said the digital asset exchange has rapidly gained popularity over the past few years and will grow even further in the long term.
The investment in Bitkub will help the SCB group create new growth value in the long term in a new financial world, Mr Arthid said. He said the move was in line with the company’s strategy to upgrade its status to a financial technology group, meeting new consumer needs and entering a new competitive arena that will emerge very quickly in the next three to five years.
Bitkub Capital Group chief executive and founder Jirayut Srupsrisopa said Bitkub was no longer just a startup, but was now becoming a necessary part of the infrastructure critical for Thailand’s new financial industry.
He strongly believes the Bitkub-SCB partnership can help turn the Thai economy into a financial and technological centre for the region.
CPN’S NEW OPPORTUNITY
Like other giant companies which also keep looking for ways to turn a crisis into an opportunity, SET-listed retail and property developer Central Pattana (CPN) has never stopped expanding.
The company has been investing in various new projects. It opened Central Si Racha, a model mixed-use development project worth 4.2 billion baht, on Oct 27.
The company opened Central Ayutthaya on Nov 30 and will open Central Chanthaburi in mid-2022.
In addition, it is jointly developing the Dusit Central Park project with Dusit Thani and expects to open the complex during 2023-2024.
CPN is also studying the feasibility of other investments, including acquisitions and investments in Southeast Asian countries like Malaysia and Vietnam, and new businesses with a high potential to increase income sources and support its sustainable and robust growth plans.
At home, as a strategic move to boost its dynamic growth, CPN in July signed a deal to acquire ordinary shares of Siam Future Development (SF), the pioneering developer of community malls in Thailand, from Major Cineplex Group, equal to 30.36% of all issued shares at a price of 12 baht per share, or 7.7 billion baht. In the following months CPN made a mandatory tender offer for the remaining securities of SF.
CPN became the major shareholder of SF, controlling a 96.24% stake with a total investment of 25.58 billion baht.
The takeover is considered a combination of the strengths of high-potential SF and CPN projects, including multiple community malls and Megabangna, a mall SF jointly invested in and developed with Swedish furniture retailer Ikea.
The deal is also expected to significantly increase CPN’s business competitiveness and expand its product portfolio, which consists of shopping complexes, office buildings, condominiums, hotels and residences.
More importantly, SF itself boasts not only 19 community malls, but also several land plots in Bangkok’s central business districts and major cities in the provinces that are waiting for future development.
CPN operates 36 shopping complexes, with 35 in Thailand and one in Malaysia, spanning retail space of more than 1.8 million square metres.
In addition, Central Group, a major shareholder of CPN, together with its long-standing partner Signa Holding, a real estate and retail group in Europe, acquired the British luxury store chain Selfridges Group last week in a deal estimated at £4 billion (180.2 billion baht).
The Selfridges Group portfolio comprises 18 iconic department stores, including Selfridges in London, Manchester and Birmingham, de Bijenkorf in the Netherlands, Brown Thomas and Arnotts in Ireland, their associated e-commerce platforms and properties in London and Manchester, along with five locations in Ireland.
CP SPREADING ITS WINGS
Despite widespread Covid-19 outbreaks, CP Group, the country’s biggest agribusiness conglomerate, has been aggressive pursuing mergers and acquisitions in recent years.
In March last year, CP Group won a competitive auction for the acquisition of Tesco’s Asian operations in Thailand and Malaysia for $10.6 billion, resulting in one of Thailand’s largest acquisitions.
The purchase of Lotus last year marked the return of the grocery and hypermarket chain to CP Group, which originally established Lotus as Lotus Supercenter in 1994. In the aftermath of the Asian financial crisis, CP Group was forced to sell the retailer to Tesco in 1998.
Following the acquisition, the group has this year concentrated on organising its retail business, moving the entire business of Tesco (now changed to Lotus’s in Thailand and Malaysia) to Siam Makro Plc, the operator of Makro cash & carry stores, which is also controlled by CP Group.
Under the deal, Siam Makro will buy 76% of Lotus from CP Retail Holding, Lotus’s parent, for 218 billion baht in an all-share deal. As payment for the acquisition of the Lotus stake, Siam Makro said it will issue 5 billion shares at 43.50 baht apiece to CP Retail shareholders including CP All, Charoen Pokphand Holding Co and CP Merchandising Co.
The move supports the company’s long-term strategy of becoming a leader in the retail and wholesale business across Thailand and Malaysia, while enabling the group to compete with retailers across the region. Lotus’s operates about 2,000 stores across Thailand and 62 outlets in Malaysia, while Siam Makro has 140 stores in Thailand.
With a bigger footprint, Siam Makro plans to establish an e-commerce grocery platform in Southeast Asia that can effectively compete with international players. The combination of Siam Makro and Lotus’s will also help enhance the group’s operational efficiency by optimising and streamlining operations such as supply chain management.
Source: The Bangkok Post