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To complete the going-private transaction, the

acquirer and the portfolio company may need
to go through the tender offer process at least

twice. The first tender offer process may be

the mandatory tender offer in order to gain
sufficient voting for the delisting shareholder

resolution, which may be triggered when the

acquirer tries to acquire sufficient voting rights

from some existing major shareholders for

taking control over the portfolio company as
well as ensuring that their voting rights would

be sufficient for fulfilling the minimum

shareholdersû approval requirement for the delist
(i.e. at least 3/4 of the total issued shares of

the company with no more than 10% objection

(33)
of the total issued shares). Therefore, in the
absence of the squeeze-out rule under Thai

corporate and securities law, the minority
shareholders may prevent a listed company

from going private if their objecting votes are

composed of more than 10% of the total issued
shares. In general, the process from negotiating

with the sellers until completion of the first

mandatory tender offer would take

approximately three to four months.

(33)
Article 5 of Regulations of the SET Re: Delisting of Securities 1999.

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