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In addition to the SPA and the SHA, the acquirer

should ensure that ancillary agreements
concerning the business of the portfolio

company are well in place, in order to prevent

business disruption after the acquisition.
For example, if the business of the portfolio

company requires supply from certain supplier,

the acquirer should ensure that there is a supply

agreement which guarantees continuous

supply for the portfolio company. If the
portfolio company supplies products to its

client, the acquirer should also ensure that the

portfolio company has entered into a long-term
offtake agreement with the client. To learn of

these requirements for ancillary agreements, due

diligence investigation of the business of the

portfolio company is, therefore, extremely

significant from both legal and business
perspectives. It is common in Thai market

practice to require the existence and validity

of these ancillary agreements as one of the
conditions precedent to the closing of the SPA.

3.2.1.3 Acquisition of Shares in SET-listed

Company and Going-private Transaction

In the case where private equity transactions

involve acquisition or disposal of shares in the

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