Sarath Ratanavadi, Thailand’s second-wealthiest tycoon, has unveiled a plan to consolidate his energy and telecoms businesses under one company.
Gulf Energy Development (GULF) will merge with Intouch Holdings (INTUCH), which controls the country’s largest mobile phone operator AIS, as part of restructuring to maximise operational and investment efficiency, the companies announced on Wednesday.
The move aims to reduce redundancy in shareholding structures and enhance growth opportunities in the energy, infrastructure, and digital sectors, the statements said.
NewCo, the company formed by the merger, will be listed on the Stock Exchange of Thailand (SET) with registered capital of 14.94 billion baht (US$414.77 million).
GULF shareholders will receive NewCo shares at 1.02974 per GULF share while for INTUCH holders the rate will be 1.69335 per share, the companies said. GULF’s 47.37% stake in INTUCH will be allocated directly to GULF shareholders.
GULF, INTUCH, Singtel Strategic Investments, and Sarath will make a tender offer for 36.25% of mobile company Advanced Info Service or AIS (ADVANC) at 216.3 baht per share, totalling about 116.6 billion baht.
The restructuring will also include a tender offer by GULF, its subsidiary Gulf Edge, INTUCH and Sarath for 58.86% of satellite operator Thaicom (THCOM) at 11.0 baht per share, totalling 6.976 billion baht.
The tender offers on behalf of NewCo are expected between the fourth quarter of this year and Q1 2025 and will not alter the share allocation ratios.
The INTUCH board has approved a special dividend of 4.5 baht per share from accumulated profits, to be paid following the tender offer and before the merger is completed.
The restructuring merger is expected to be completed by the second quarter of next year. Bualuang Securities and UBS AG’s Singapore branch will serve as advisers.
"This merger will strengthen and clarify the management of all companies within the group,” Sarath said in the statement.
“This large-scale merger involves five listed companies in Thailand and Singapore: GULF, INTUCH, ADVANC, THCOM, and Singtel. The complex and delicate transaction must consider all impacts and shareholder benefits, including minor and major shareholders, financial institutions, and funds. We appreciate the support from all parties involved, enabling the merger to proceed. We hope this merger will be positive news for the Thai capital market and boost investor confidence in the Stock Exchange of Thailand.”
The restructuring proposal was approved by GULF and INTUCH boards of directors on Tuesday and will be presented at an extraordinary general meeting of shareholders on October 3.