Merger & Acquisition Advisory

M&A advisory covers the financial and tax layer of a transaction: due diligence, valuation, deal structuring, and post-close integration. A lawyer drafts and negotiates the SPA and disclosure schedules. The two are complementary, not interchangeable. Most Thai mid-market deals need both — financial/tax advisor and legal counsel working in parallel. Plizz coordinates with the client's legal counsel or Narai Partners (IR Global member) as part of the engagement.

Quite possibly. Under the Trade Competition Act B.E. 2560, pre-merger approval is required where the combined entity would hold dominance — typically over 50% market share, or top-three combined over 75% with at least one party at 10%+ share, plus combined revenue above THB 1 billion. This is a suspensory filing: the transaction cannot close until OTCC clears it (up to 90 days, extendable by 15). Post-merger notification is required within 7 days of closing for non-dominance deals above the revenue threshold. We assess OTCC obligations in week 1 so the timeline is built into the deal calendar, not discovered later.

Sometimes — and the analysis must happen before the deal structure is locked. Section 74 qualification requires: consideration consisting predominantly of shares (cash consideration generally disqualifies), continuity of business operation post-closing, and adherence to prescribed procedural conditions under CCC Sections 1238–1273. Failure on any one condition triggers full gain recognition in the year of transfer. We assess Section 74 eligibility as part of structuring in the first two weeks of the engagement.

Each has distinct trade-offs that depend on the target. Share purchase preserves the target as a legal entity with all contracts, licences, BOI privileges, and accumulated losses (under Section 65 Tri (12), NOLs carry forward for 5 years and survive a share deal); the buyer inherits all liabilities, known and unknown. Asset purchase lets the buyer select which assets and liabilities to acquire and re-bases tax cost in identifiable intangibles, but does not preserve loss carry-forward, may trigger VAT on the asset transfer, and requires re-papering contracts and licences. We model both structures with their Thai tax outcomes before recommending one.

Goodwill recognised in an acquisition is generally not tax-deductible under the Revenue Code — there is no goodwill amortisation deduction. Separately identified intangible assets (customer lists, software, trademarks, licences) may qualify for depreciation if properly valued and documented at acquisition. Purchase-price allocation between goodwill and identifiable intangibles has a direct, recurring effect on post-deal effective tax rate. Plizz's tax DD work explicitly addresses PPA so the structure produces a defensible tax profile.

A clean THB 50–250M deal typically runs 3–6 months from kickoff to closing: 2–4 weeks of preliminary work, 4–8 weeks of detailed financial and tax DD, 2–4 weeks of valuation and structuring, 4–8 weeks of SPA negotiation and finalisation, then closing. Cross-border deals, regulated-industry targets, or OTCC pre-merger approval extend the timeline by 2–4 months. Plizz runs DD, tax structuring, and integration planning on parallel tracks.

Three differences. Senior partner attention — engagements are led by Benoît Meneau and Jérôme Le Louer, who have personally completed Thai-jurisdiction deals. Cost discipline — Plizz is typically 30–50% of Big-4 transaction-services fees for comparable mid-market deals (THB 50M–1B). Cross-border integration — Plizz's DFK International membership provides coordinated DD and structuring across 100+ countries. Plizz is positioned for mid-market and growth-company transactions where Big-4 fees are disproportionate to deal value.

Yes — and it materially improves the deliverable. Financial and tax issues in a target are usually intertwined: a revenue-recognition variance often produces a CIT exposure; an under-provisioned receivable typically affects deferred tax; a related-party flow surfaces both transfer-pricing and Section 65 Ter concerns. Splitting the two streams across separate firms produces coordination cost and gaps in analysis. Plizz delivers integrated financial + tax DD under one accountability chain.

Walking away after DD is a normal, expected outcome — DD exists precisely to surface deal-breakers early, and a well-conducted DD that produces a "no" outcome is as valuable as one that produces a closed deal. Engagement letters are structured so the client can stop at any phase without continuing fee obligation beyond work completed. The retainer covers DD work; the success fee is contingent on closing.