Tirayu Songdacha

About

Khun Tirayu Songdacha

Managing Partner

Tirayu is a Senior Associate at MSC Law. He has over 13 years of experience in advising clients on Mergers and Acquisitions, Equity and Debt Capital Markets, Corporate Governance, Corporate and Commercial, Foreign Direct Investment and Taxation.

Before joining MSC Law, Tirayu was a legal counsel at CNH Industrial (Southeast Asia and Japan), an associate in the corporate and commercial practice group at the Bangkok office of the Japanese law firm TMI Associates, an associate in the mergers and acquisitions/equity and debt capital markets practice groups at Weerawong, Chinnavat and Partners Ltd., an associate in the taxation practice group at Siam Premier International Law Office as well as a research assistant to His Excellency Professor Dr. Surakiart Sathirathai – a former Deputy Prime Minister and a former Minister of Foreign Affairs of Thailand.

Capital Markets

Mergers & Acquisitions

Corporate & Commercial

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Education

  • LL.B. degree from Chulalongkorn University

  • LL.M. degree from Chulalongkorn University

Experience

Professional License

  • Financial advisors’ license from the Association of Thai Securities Companies (FA License).

Activities

  • Team leader representing Thailand in the Philip C. Jessup International Law Moot Court Competition 2013, held in Washington, D.C., United States.
  • Team leader representing Thailand at the 5th AC21 Student World Forum (2013) on the topic ‘Sustainable Mobility and the City of the Future’, held in Shanghai, People’s Republic of China.
  • Representative of Thailand at the 2010 Annual Conference on Law and Economics on the topic ‘Welcome the New Era of Asian Integrity’, organized by the Asian Law Students’ Association (ALSA) in Seoul, Republic of Korea.

Recent Professional Experience
Khun Tirayu is a Senior Lawyer at the firm, with over 12 years of experience advising clients on mergers and acquisitions, equity and debt instruments, corporate governance, business and commercial matters, foreign direct investment, and taxation.

Capital Markets and Securities

  • Advised Primo Service Solutions Public Company Limited, a fully integrated real estate service provider, on its initial public offering (IPO) in accordance with the regulations of the Securities and Exchange Commission of Thailand (SEC), and on its successful listing on the Market for Alternative Investment (MAI), with an opening price of THB 21.50—an increase of 43.3% from the IPO price of THB 15 per share—implying an IPO market capitalization of approximately THB 4.8 billion (approximately USD 137 million).
  • Advised CPanel Public Company Limited, a manufacturer and distributor of precast concrete wall panels and components, on its IPO and listing on the Stock Exchange of Thailand (SET), with total offering value of THB 620.95 million at an IPO price of THB 6 per share, representing a market capitalization of approximately THB 900 million (approximately USD 30 million).
  • Advised Pueantae Capital Company Limited, a holding company with 100% ownership in a group engaged in Pico-Finance lending, on the issuance and offering of Debentures No. 1/2025 to institutional and/or high-net-worth investors in Thailand, with a total value of up to THB 180 million (approximately USD 3.82 million).
  • Advised Right Tunnelling Public Company Limited, a civil and geotechnical engineering contractor with expertise in tunnel construction, blasting, non-blasting excavation, mining, geological services, and general civil works, on the issuance and offering of Debentures No. 1/2024 to institutional and/or high-net-worth investors in Thailand, with a total value of up to THB 400 million (approximately USD 11.83 million).
  • Advised Pueantae Capital Company Limited on the issuance and offering of Debentures No. 1/2024 Series 1 and Series 2 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 130 million (approximately USD 3.56 million).
  • Advised Pueantae Capital Company Limited on the issuance and offering of Debentures No. 2/2023 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 150 million (approximately USD 4.21 million).
  • Advised Right Tunnelling Public Company Limited on the issuance and offering of Debentures No. 1/2023 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 700 million (approximately USD 20.37 million).
  • Advised Pueantae Capital Company Limited on the issuance and offering of Debentures No. 1/2023 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 100 million (approximately USD 2.95 million).
  • Advised Clover Power Public Company Limited, a renewable energy producer and fuel supplier, on the issuance and offering of Debentures No. 1/2022 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 500 million (approximately USD 14 million).
  • Advised Right Tunnelling Public Company Limited on the issuance and offering of Debentures No. 1/2022 to institutional and/or high-net-worth investors in Thailand, with a total value of THB 1 billion (approximately USD 28 million).
  • Advised North East Rubber Public Company Limited, a leading Thai rubber manufacturer, on the issuance and offering of Debentures No. 1/2022 to institutional and/or high-net-worth investors in Thailand, with a total offering value of THB 3 billion (approximately USD 83 million).
  • Advised Primo Service Solutions Company Limited, a subsidiary of Origin Property Public Company Limited, on regulatory compliance with the Bank of Thailand and the Securities and Exchange Commission in relation to legal advisory services concerning digital asset issuance and related governance frameworks.
  • Advised Zen Corporation Group Public Company Limited (the issuer) on its initial public offering (IPO) on the Stock Exchange of Thailand, with a total offering value of THB 975 million (approximately USD 31 million). Kasikorn Securities Public Company Limited acted as the financial advisor and sole lead underwriter. Zen Corporation Group is one of Thailand’s leading and renowned food companies, with core businesses spanning franchise restaurant operations, catering services, food delivery, restaurant management, restaurant consultancy, and retail food businesses. The IPO was launched on February 20, 2019.

Mergers & Acquisitions

  • Advised Pullman Khon Kaen Raja Orchid Hotel, the largest hotel in Khon Kaen province and Northeastern Thailand, by representing the existing shareholders in the sale of all 400,000 ordinary shares of Raja Orchid Hotel Co., Ltd. (at THB 1,000 per share) to Ratchaburi Sugar Co., Ltd. and Ratchaburi Ethanol Co., Ltd. The total transaction value was THB 1.2 billion (approximately USD 32.6 million).
  • Advised Thai EV Co., Ltd., Thailand’s first commercial electric vehicle service provider, covering electric motorcycles, light and heavy trucks, passenger trucks, and AC/DC chargers, in forming a joint venture with Gentari Green Mobility Sdn. Bhd. The joint venture, Gentari Mobility Co. Ltd., was established with a registered capital of THB 50 million (500,000 shares at THB 100 each), totaling approximately USD 1.37 million.
  • Advised SuperRich Currency Exchange (1965) Co., Ltd., Thailand’s leading foreign exchange service provider, in entering into a joint venture transaction with Super Turtle Public Company Limited. The deal involved the establishment of a new joint venture named SuperRich Turtle Exchange Co., Ltd., with a registered capital of THB 250 million (250,000 shares at THB 100 each), approximately USD 6.77 million.
  • Advised United Project Management Co., Ltd. (“UPM”), a subsidiary of Primo Service Solutions Public Company Limited and Origin Property Public Company Limited (listed on the Stock Exchange of Thailand), in its acquisition of 100% equity in ProjectsAsia Co., Ltd. (5,000 shares) from Rue Sai Consultant Co., Ltd. and Cambridge Tudor Co., Ltd. The total transaction value was THB 220 million (approximately USD 6.47 million), making UPM the sole shareholder of ProjectsAsia post-acquisition.
  • Advised TN Group Public Company Limited (“TN Group”), a leading provider of smart technology and energy-saving platform solutions in Thailand, in establishing a joint venture company named KJTN Engineering Co., Ltd. (“KJTN”) with Malaysia-based KJ Technical Services Sdn. Bhd. The joint venture aims to serve as a regional expert in energy and resource management systems for industrial sectors. The joint venture was formed with a registered capital of THB 11 million.
  • Advised PTT Public Company Limited, Thailand’s largest energy company, on its THB 120 billion corporate restructuring involving its retail oil business. The restructuring led to the formation of PTT Oil and Retail Business Public Company Limited (PTTOR), consolidating more than 1,400 service stations, accounting for approximately 40% of the Thai fuel station market. The transaction included asset transfers, IP licensing, and contract execution across more than 20 jurisdictions in 2018.
  • Advised TCC Assets Co., Ltd. on a joint venture transaction through Siridamrongtham Co., Ltd. and Phakdeewattana Co., Ltd. with GMM Grammy Public Company Limited in the digital television broadcasting and online media businesses. This included digital TV channel GMM25, radio stations EFM 104.5 MHz and Green Wave 106.5 MHz, Chill Online, and GMM TV. The deal involved a subscription of 50% of newly issued shares in GMM Channel Trading Co., Ltd. with a total transaction value of THB 1 billion (approximately USD 32 million), completed in December 2017.
  • Advised Thai Beverage Public Company Limited (ThaiBev), one of Asia’s largest beverage producers, in its USD 726.6 million acquisition by its subsidiary Internal Beverage Holdings (Singapore) Pte. Limited. The deal involved acquiring a 75% stake in Myanmar Distillery Co., Ltd. (MDC) and Myanmar Supply Chain and Marketing Services Co., Ltd. (MSC) from International Beverages Trading Company Limited (together forming the MDC Group). MDC Group is a leading producer, marketer, and distributor of spirits in Myanmar, including the country’s leading brand, Grand Royal. The transaction provided ThaiBev with access to an expanding market and distribution network and was completed on 12 October 2017.
  • Advised Origin Property Public Company Limited (ORI) in the acquisition of 100% equity in Proud Residence Co., Ltd., the developer of The Park 24, a luxury condominium in central Bangkok, valued at THB 4 billion. Simultaneously, ORI issued newly issued shares worth THB 1 billion in a private placement to the existing shareholders of Proud Residence. This acquisition enabled ORI to expand into the high-end condominium market, enhancing its brand positioning and customer perception. The transaction was completed on 2 October 2017.

Corporate and Commercial

  • Advised Primo Insurance Broker Co., Ltd. on legal matters related to drafting consultancy service agreements for insurance advisory, brokerage appointment contracts, and telesales employment contracts.
  • Advised CPanel Public Company Limited, a manufacturer and distributor of precast concrete wall panels and components, on the legal review of purchase agreements for an automated machinery investment valued at THB 246 million (approximately USD 7.1 million).
  • Advised Meechok Transport Co., Ltd., part of the Meechok Group with over 30 years of expertise in the logistics business, on the registration of a holding company and corporate capital restructuring.
  • Advised Peerapat Technology Public Company Limited on legal matters including contract drafting and legal due diligence.
  • Advised Aero Group (1992) Co., Ltd., a provider of hydraulic and pneumatic systems, IoT design and installation, and renewable energy solutions, on the legal review of a contract for the maintenance and enhancement of WMS/WCS software systems.

TIRAYU IN A SNAP

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