Thanathip & Partners have counselled Bangkok-headquartered energy company Banpu Public Company (Banpu) on its amalgamation with Banpu Power Public Company (BPP).
Following the successful amalgamation, Banpu resumed trading on the Stock Exchange of Thailand (SET) on 4 August 2026.
Thanathip & Partners advised on the full spectrum of Thai legal, regulatory and compliance matters throughout the transaction. Founding and senior partner Thanathip Pichedvanichok and partner Nitchaya Vaneesorn led the team, with support from senior associate Pattariya Sinthawachiwa, as well as associates Pachara Wattanaskolpant, Tanakorn Iamsamang, Witchayaporn Klaysubun and Klakawee Pluemcharoen.
Pichedvanichok said that as Banpu and BPP were both publicly listed on the SET, the amalgamation had to comply with numerous rules and regulations.
“The amalgamation required compliance with the Public Limited Companies Act BE 2535 (1992) (as amended) (the PLCA) as well as a number of rules and regulations of the SET and the Securities and Exchange Commission (the SEC), including those concerning tender offers, related party transactions, major transactions, disclosure requirements, a joint shareholders’ meeting, relisting, and the establishment of the new listed company and its post-completion corporate governance framework,” he told Asia Business Law Journal.
“Our involvement encompassed advising on the transaction structure and implementation, statutory procedures and regulatory requirements, corporate approvals, extensive multi-jurisdictional legal due diligence across the Banpu group, the preparation of transaction agreements, the identification and co-ordination of regulatory approvals and third-party consents, the preparation of shareholders’ meeting materials and regulatory disclosures, assistance with signing and closing, and advice on numerous novel and complex Thai law issues arising throughout the transaction.”
Pichedvanichok said one of the notable aspects of the amalgamation was its distinctive nature.
“This transaction is both legally distinctive and strategically significant. It represents one of the very few statutory amalgamations between two large-cap companies listed on the SET, both operating in highly regulated sectors,” he said.
“The amalgamation was implemented alongside a general offer by Banpu for all remaining shares in BPP held by minority shareholders, a transaction structure rarely undertaken in the Thai capital market.”
The transaction also involved several complexities, notably the need to navigate various legal and regulatory requirements while managing co-ordination among multiple stakeholders, he added.
“From a regulatory perspective, the transaction involved significant complexity. Beyond compliance with the PLCA and the applicable securities laws and regulations, extensive legal analysis and close engagement with multiple regulatory authorities, including the SEC, the SET, the Ministry of Commerce, the Thailand Securities Depository and the Energy Regulatory Commission, we were required to address novel legal issues arising from the amalgamation,” Pichedvanichok said.
With the amalgamation complete, Thanathip & Partners said Banpu would focus on four core areas – next-gen mining, US closed-loop gas, power plus and future tech.
