SRPP NEWS l 31 May 2022
SRPP advised Dusit Thani Public Company Limited (the "Company") and Dusit Foods Company Limited (“DF”), a wholly owned subsidiary of the Company on their investment in the bakery manufacturing and retailing and franchising business in Asia under the brand “Bonjour”, “Baujour”, and 本滋.
The transaction consists of forming a joint venture with Goldway Enterprises Hong Kong Limited (“GEHK”), incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China , and establishing a joint venture, namely Bonjour Bakery Asia Company Limited (“BJBA”) to acquire all shares in (a) Bonjour Co., Ltd. which engages in the bakery retail and franchise business; (b) Port Royal Co., Ltd. which engages in the bakery manufacturing business with a factory located in Rayong; (c) BAKEIP Limited which engages in licensing the intellectual property from GEHK. DF will contribute 55% of the total capital, while GEHK, 45%.
Moreover, DF will directly acquire and purchase shares in Baujour International Co Limited (“HK Co”) amounting to 55% of the total number of shares in HK Co which engages in bakery retail and franchise business in China from GEHK.
The entry into share acquisition of the aforesaid target companies by BJBA and DF is as per the terms and conditions of the Share Purchase Agreement between the BJBA and GEHK (the “Share Purchase Agreement”) and the Shareholders’ Agreement between the DF and GEHK (which will be effective upon the completion date (as per the definition in the Share Purchase Agreement)). BJBA and DF have executed such agreements on May 27, 2022, with the total investment value of THB 284,470,685. The transaction is complex due to its cross-border nature involving three jurisdictions namely, Thailand, China and Hong Kong. The negotiation between the Company and GEHK on the business valuation of the target companies and other terms and conditions is also heavily engaged and reflected in the major definitive agreements, e.g. Share Purchase Agreement, Shareholders Agreement and Management Agreement.
The transaction is led by Panuwat Chalongkuamdee (founding partner), Natira Siripun (Counsel), Viparvee Chaemchaeng (Associate), Pasinee Jiravitawat (Associate), Thannawat Apitukkakul (Associate) and Patchara Hotriem (Associate).
You may view Panuwat's profile here.
You may view Natira's profile here.
You may view Viparvee's profile here.
You may view Pasinee's profile here.
You may view Thannawat's profile here.
You may view Patchara's profile here.