Primyadar Duangrat

Dr. Primyadar Duangrat

Partner
Baker & McKenzie Limited Attorneys at Law

Biography

Dr. Primyadar Duangrat joined Baker McKenzie in 2006. She is a partner in the Capital Markets & Securitization Practice Group. She is experienced in capital markets, corporate and Securities laws and regularly advises clients on Mergers & Acquisitions, Joint Ventures, securities and listing regulations, takeover rules, Corporate Restructuring, Corporate Governance, as well as Private Equity and venture capital. She also advises clients on commercial and business laws, contracts and family business structuring and governance.

Practice Focus

Dr. Primyadar's expertise focuses on the following legal fields:

Capital Markets & Securitization

Dr. Primyadar's strength lies in offerings of securities domestic and international offered under Rule 144A, Regulation S, and / or Thai securities rules in both primary and secondary markets (public offering or private placement), including providing legal advice on the rules and regulations of the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, the Thailand Securities Depository, and the Ministry of Commerce. She also specializes in takeovers, tender offer, insider trading, listing and disclosure requirements for listed companies, and securities regulations (e.g., related party transaction, asset acquisition and disposition for listed companies).

Mergers & Acquisition and Joint Ventures

Dr. Primyadar specializes in domestic, inbound and outbound mergers & acquisitions, joint ventures, corporate restructuring, corporate governance, commercial and business laws and contracts. She also advises clients on securities and M&A transactions under the supervision of the authorities, particularly, the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand and the Ministry of Commerce.

Family Business Structuring & Governance

Dr. Primyadar handles family business restructuring, corporate governance, succession planning, preparation of family constituent documents (e.g., family constitutions, shareholders agreements, articles of associations, deeds), offshore structuring and exit options.

Representative Legal Matters

Capital Markets & Others

  • Advised TICON Industrial Connection Public Company Limited, a leading real estate developer, on its capital increase, issuance and private placement of shares with the value of approximately USD 411 million, to an international real estate company listed on the SGX.

  • Advised Bualuang Securities Public Company Limited, Kasikorn Securities Public Company Limited, SCB Securities Company Limited as well as Merrill Lynch (Singapore) Pte. Ltd. and UBS AG, Singapore Branch as a Thai legal counsel in the initial public offering of one of Thailand's leading energy producers, Gulf Energy Development Public Company Limited, in Thai and international market in accordance with Regulation S, with the value of approximately USD 625 million. The IPO marked Thailand’s largest corporate listing in 2017. This deal also received Deal of the Year by SET Awards 2018 and Thailand Best IPO by The Assets Country Awards 2018, Best Deals – Southeast Asia and received Asian-Mena Counsels Honorable Mentions 2017.

  • Advised Star Petroleum Refining Public Company Limited, one of Thailand's top oil refiners, on its USD 365 million initial public offering (IPO) and listing on the SET in conjunction with its global offering in accordance with Regulation S & Rule 144A. This marks the largest IPO by market capitalization in the Thai energy sector in 2015. The deal was also named “Capital Markets Deal of the Year 2016, by Asian Lawyer Emerging Market Awards.

  • Advised Carabao Group Public Company Limited, Thailand’s leading beverage and energy drink producer, and its major shareholders in the restructuring and initial public offering in conjunction with its global offering in accordance with Regulation S. The deal was structured as a holding company, offering 250 million shares valued at approximately USD 300 million. This deal was awarded by Alpha Southeast Asia as “Deal of Southeast Asia.”

  • Advised Esso Public Company Limited, a leading integrated petroleum refining and marketing company, on its initial public offer in conjunction with its global offering in accordance with Regulation S & Rule 144A and listing on the SET. Esso raised USD 291 million from its IPO. It was the biggest deal in Southeast Asia in 2008, and was also named “Best Thailand Deal by Finance Asia Achievement Awards 2008”.

Mergers & Acquisitions

  • Advised Boon Rawd Brewery Company Limited, Thailand’s oldest and largest leading brewery and beverage producer, in the acquisition of a USD 1.1 billion stake in Masan Group, a Vietnamese food, beverage and brewery conglomerate, through Masan Holdings, a listed company on the Vietnam stock exchange. The deal was named M&A Deal of the Year 2016 by Asian Lawyer Emerging Market Awards.

  • Advised Charoen Pokphand Foods Public Company Limited, a major SET-listed company and subsidiary of Thailand's conglomerate, Charoen Pokphand Group, in the acquisition of Russia Baltic Pork Invest and its subsidiaries through convertible loan, minority tender offer and fund investment structure across Russia, Norway and Denmark.

  • Advised PTT Public Company Limited, the biggest state enterprise oil company, in the USD 5.5 billion amalgamation of PTT Chemical Public Company Limited, and PTT Aromatics and Refining Public Company Limited, which formed PTT Global Chemical Public Company Limited, making it the largest company on the SET petrochemical sector by market capitalization.

Joint Ventures

  • Advised PTT Global Chemical Public Company Limited, PTT Group's petrochemical flagship, in the joint venture between PTTGC and Alpla Recycling Holding GMBH, for creating a new innovation of plastic recycling and waste management business in Thailand.

  • Advised Carabao Group Public Company Limited, Thailand’s leading beverage and energy drink producer, in the joint venture arrangement with a Chinese partner for the business operations under the Carabao trademark in the Greater China region, including Hong Kong, Macau, Taiwan, the People's Republic of China and East Asia.

Professional Honors

  • “Notable Practitioner", Financial & Corporate Law, IFLR1000, 2018 - 2019
  • "Notable Practitioner", Capital Markets and M&A, IFLR1000, 2020 - 2021
  • Voted as one of Thailand's Top 100 Lawyers (The A-list) by Asia Business Law Journal (2020)
  • Shortlisted for "Securities Lawyer of the Year" and "Corporate Governance Lawyer of the Year awards by Corporate Intl Global Awards (2021)

Professional Associations and Memberships

  • Chulalongkorn University - Visiting Lecturer, Faculty of Law
  • Law Society of Thailand - Member
  • Thai Bar Association - Member
  • University of Oxford - Research Fellow, Oxford Financial Research Centre, Saïd Business School
  • University of Oxford - Legal Researcher, Wolfson College, the Centre for Socio-Legal Studies

Admissions

  • Thailand (2014)

Education

  • University of Oxford (D.Phil. Law) (2006)
  • University of Oxford (Master of Studies Distinction) (2003)
  • Harvard University (LL.M.) (2000)
  • Chulalongkorn University (LL.B. Honors) (1998)

Languages

  • English
  • Thai

Dr. Primyadar regularly issues publications on topics relating to capital markets, securities offerings, developments on the rules and regulations of the Stock Exchange of Thailand, corporate governance, mergers & acquisitions and family business, including her doctorate thesis at the University of Oxford on "Family-Based Governance in Thailand" (with distinction).