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Express Food Group and Clipper Holdings Complete USD 15 Million Merger

DFDL has represented Express Food Group and Clipper Holdings Limited in an innovative USD 15 million merger and acquisition transaction. The DFDL team advised on and implemented the capital and ownership restructuring of entities in Singapore, Thailand, the Lao P.D.R., Cambodia, Myanmar, and Hong Kong under one Thai holding company. DFDL also acted as the seller’s counsel in relation to the sale of a minority stake and issuance of new shares in the Thai holding company to a private equity fund. Legal advice included due diligence in all jurisdictions; drafting, review, and negotiation of all transaction documents and assistance with the closing of the transaction.

The transaction included a complicated share swap to restructure ownership of the four subsidiaries from the Hong Kong holding company to the Thai holding company and an issuance of new shares and sale of shares in the Thai holding company to the investor. It required a flexible adaptation to legal requirements in each jurisdiction to accommodate implementation of the complex restructure as well as a detailed tax analysis to identify the ideal location for the holding company in which the investor would acquire shares.

The DFDL team was headed by David Doran with assistance from Cambodia (Chris Robinson), Lao P.D.R. (Vinay Ahuja and Senesakoune Sihanouvong), Myanmar (Nick Towle), Singapore (Maly Courtaigne-Op), Tax (Jack Sheehan and Jude Ocampo), and Thailand (Nipaporn Supha-utchaichan,
Suradech Hongsa, and Ponpun Krataykhwan) Business Units.

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