Jarae Sithiwong
Biography
Jarae is a partner at the Baker McKenzie Office in Bangkok. He joined Baker McKenzie in 2011 and is active in a number of areas of the corporate and commercial practice, including mergers and acquisition, insurance and insurtech. Jarae regularly assists a number of multinational companies with respect to M&A, corporate matters, investments, business integrations, foreign shareholding and distribution models.
Practice Focus
Jarae has over 10 years’ experience representing and advising multinational companies on foreign investment in Thailand, including M&A transactions, advice on the Foreign Business Act, Board of Investment promotions, incentives provided via the Industrial Estate Authority of Thailand, and registration and licensing requirements. He has extensive experience in conducting legal due diligence and providing legal advice on general commercial issues and regulatory matters relating to commercial contracts, real estate, condominiums, and hotels for merger and acquisition projects; advising on corporate structures and restructuring, corporate management and control, and mergers and acquisitions; advising on laws and regulations related to licenses and permits for infrastructure construction and operations, such as power plant projects and projects in other industries; and providing insurance regulatory advice to a number of multinational insurance companies with respect to corporate matters, investments and distribution models.
Representative Legal Matters
- Assisted a Swiss multinational specialty chemical company with the acquisition of the Thailand operations of a Japanese adhesives business. This was part of a multi-national acquisition, as the Japanese adhesives business operates in five countries.
- Assisted an independent power producer in Thailand focused on power business investment, in selling their shares in the Singapore and Netherlands entities (which involves a total of 9 subsidiaries). This matter had a deal value of USD 485 million.
- Represented a multinational insurance company based in Hong Kong with the biggest-ever acquisition of a life insurer in Southeast Asia in its acquisition of a Thai life assurance company and the entering into a 15-year long-term bancassurance arrangement. The transaction is Southeast's Asia's largest insurance M&A ever, valued at USD 3 billion.
- Assisted an American multinational insurance company to divest its accidental and health (A&H) businesses in Thailand and the other five markets across Asia Pacific to the world's largest publicly traded property & casualty insurance company in an approximately USD 5.4 billion transaction in total. The relevant jurisdictions include Thailand, Hong Kong, Korea, Taiwan, Indonesia, and New Zealand.
- Represented a multinational insurance holding company headquartered in Tokyo to acquire a non-life insurance company, marking the largest ever non-life insurance acquisition in Southeast Asia.
- Assisted one of the major insurance groups in Germany and Europe and its Thailand affiliate in the bidding process for the acquisition of shares majority equity interest in a non-life insurer listed in the Stock Exchange of Thailand.
- Represented a major Thai bank in negotiating an exclusive bancassurance arrangement under which a multinational insurance company's general insurance products are exclusively distributed through our client's telemarketing facilities.
- Represented a multinational insurance company based in Hong Kong for the amalgamation between its life insurance business and a Thai life assurance company, marking the first ever amalgamation in the life insurance sector in Thailand.
- Represented a Thai subsidiary of a UK Insurance company in acquiring the entire business of a Thai life insurance company, marking the first entire business transfer in the Thai insurance industry.
- Represented a Thai SET-listed holding company in a share-swap and cash deals with a prominent German insurer worth as much as USD 242 million. The transaction mainly involves (1) the entire business transfer from a Thai non-life insurer to a Thai general insurer; and (2) the acquisition of additional 11.80 percent ownership in a Thai life assurance company.
- Represented a multinational insurance company on the acquisition of a Thai non-life insurer via a shares acquisition.
- Assisted a Swiss multinational specialty chemical company to acquire the Thailand operations of a tire company based in Tokyo's adhesives business. This deal involves a multi-national acquisition, as the adhesives business operates in five countries.
Professional Associations and Memberships
- The Law Society of Thailand
Education
- Columbia University (LLM) (2016)
- Chulalongkorn University (LLB, 1st Class Honors) (2010)
Languages
- Thai
- English
Baker & McKenzie Ltd. is a member of Baker & McKenzie International, a Swiss Verein.