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Thailand¡¯s M&A landscape continues to evolve in response to global and domestic pressures. Economic recovery post-pandemic, geopolitical realignments, regulatory reforms and environmental concerns have all played a role in shaping recent M&A activity in the country. While deal volume has moderated in the past year due to macroeconomic headwinds and tightened capital markets, investor interest remains strong across several key sectors. The Thai government¡¯s policy direction ¨C emphasising green growth, digital transformation and foreign investment liberalisation ¨C is also expected to spur transaction activity in the medium term.

M&A activity in Thailand remains strongest in sectors aligned with national development priorities and global investor interest. Energy, healthcare, logistics and consumer goods continue to attract both domestic and foreign buyers. There is increased investor appetite in renewable energy and digital infrastructure, driven by Thailand¡¯s strategic emphasis on green growth and digital transformation.

The Electricity Regulatory Commission initiated the Third Party Access (TPA) framework in 2022, a key step towards liberalising Thailand¡¯s electricity market. The pilot TPA project, announced in June 2024, allows large private generators to distribute electricity directly through existing grids. This represents a paradigm shift in the country¡¯s power market and opens new opportunities for M&A in the energy sector.

Foreign direct investment is also flowing into industrial estates and electric vehicle (EV)-related manufacturing. Thailand¡¯s ambition to become a regional EV hub is fuelling acquisitions across the automotive supply chain, including battery producers and charging network operators. In the tech sector, digital platforms and fintech firms are key acquisition targets, especially those with strong environmental, social and governance (ESG) narratives or regulatory tech capabilities.

Thailand¡¯s digital economy continues to mature, with a stronger regulatory environment emerging around data protection, fintech and cross-border e-commerce. Ongoing enforcement of the Personal Data Protection Act is prompting stronger internal compliance systems within M&A targets and acquirers.

Trends and execution

Recent dealmaking reflects a shift towards more sophisticated structures and investor risk mitigation. Strategic buyers continue to dominate, but private equity activity has picked up amid asset repricing and a more accommodative regulatory stance.

Cross-border transactions are increasingly common, facilitated by clearer regulatory timelines and improved transparency. Deal execution has evolved to incorporate virtual due diligence, warranty and indemnity insurance and hybrid consideration structures. Special purpose vehicles are commonly used to manage investment structures and align shareholder rights and obligations.

The implementation of the Organisation for Economic Co-operation and Development (OECD)-led global minimum tax regime ¨C effective in Thailand from 1 January 2025 ¨C has also added a layer of complexity to deal structuring, particularly for multinationals with extensive global footprints. Transaction advisers now routinely assess tax exposure under Pillar Two rules and seek to mitigate any jurisdictional gaps.

Regulatory framework

Thailand¡¯s regulatory landscape for M&A remains primarily governed by the Civil and Commercial Code, the Public Limited Companies Act and the Securities and Exchange Act. In regulated sectors ¨C such as finance, telecoms and energy ¨C approvals from sector-specific regulators are required.

A major recent development is the cabinet¡¯s approval in April 2025 of proposed amendments to the Foreign Business Act (FBA), signalling a move towards liberalisation. While the Ministry of Commerce is still finalising the implementing regulations, key objectives include:

(1) Relaxing foreign equity limits in non-strategic sectors;

(2) Streamlining the foreign business licence (FBL) process; and

(3) Reassessing restricted businesses under list three, categorised as those in which Thai nationals are not yet ready to compete with foreigners.

These changes aim to attract higher-quality foreign investment and support Thailand¡¯s broader economic strategy. Prospective acquirers should monitor forthcoming ministerial regulations closely to assess permissible business scopes under the amended FBA.

Merger control developments

Thailand¡¯s Trade Competition Commission maintains a dual merger control regime under the Trade Competition Act, with both pre-merger approvals and post-merger notifications. Merger control thresholds under Thai competition law are based on the asset value or revenue of the combined entity or the target.

Reforms

ESG is now central to both public policy and corporate transactions in Thailand. In 2025, two milestone bills ¨C the Clean Air Management Bill and the Climate Change Bill ¨C are under advanced
legislative review.

Clean Air Management Bill. This legislation seeks to impose emissions caps and introduce a ¡°polluter pays¡± framework. It includes mechanisms for pollution charges, emission permits and the establishment of clean air officers. Now in its second reading, the bill aims to pass later this year.

Climate Change Bill. Designed to institutionalise Thailand¡¯s path to net zero by 2065, the bill introduces a national emissions trading system, mandatory reporting for large emitters and alignment with international disclosure standards.

These reforms will affect M&A due diligence, particularly for acquirers of high-emission or energy-intensive targets. Compliance risks, carbon liability and ESG track records are now priced into deals, and investors increasingly demand robust ESG disclosures during negotiations.

Thailand¡¯s shift to renewables and electrification ¨C especially in the power and transport sectors ¨C is opening deal opportunities for green tech providers and infrastructure funds. ESG-focused investors are actively targeting solar, wind and EV charging ventures, encouraged by policy incentives and the government¡¯s updated power development plan.

Government initiatives

Thailand¡¯s government continues to drive investment through proactive policy shifts. In addition to FBA reforms, the Board of Investment (BOI) offers enhanced incentives for projects in targeted sectors such as digital, medical, EVs and renewable energy.

The government¡¯s new Investment Promotion Strategy (2023 to 2027) promotes high-value industries and regional economic corridors (such as the Eastern Economic Corridor). Foreign investors benefit from tax holidays, land ownership rights in industrial zones and streamlined immigration support for foreign specialists.

Thailand¡¯s accession process to the OECD ¨C formally launched in mid-2024 ¨C is influencing regulatory convergence in areas such as anti-corruption, competition law, ESG and digital economy regulation. As Thailand aligns with OECD frameworks, foreign investors can expect greater predictability and transparency.

The introduction of the global minimum tax further reflects this alignment. Investors targeting Thai operations as part of global group strategies must now model the effects of top-up taxes and substance-based carve-outs.

Thailand¡¯s M&A environment is marked by growing regulatory sophistication, strong sectoral opportunities, global tax alignment and an active policy shift towards sustainability and openness. Legal advisers play a critical role in navigating the evolving landscape, particularly around foreign ownership structuring, merger control, ESG compliance and regulatory approvals. As the government continues to implement reforms aligned with global frameworks such as the OECD Guidelines for Multinational Enterprises, dealmakers must stay agile and well-informed to capture emerging opportunities and mitigate transactional risks.