Allianz SE (DB:ALV) and CPRN (Thailand) Limited made an offer to acquire 19.2% stake in Sri Ayudhya Capital Public Company Limited (SET:AYUD) for THB 3 billion on September 24, 2018. Under the terms of the transaction, buyers offered to acquire 56.93 million shares at THB 53.32 per share. In a related deal, Allianz SE and CPRN (Thailand) Limited will acquire 88.47 million shares of Sri Ayudhya Capital Public Company Limited in a private placement. As of March 11, 2019, Allianz SE holds 14.2% stake in Sri Ayudhya Capital Public Company Limited. Upon completion of the transactions, Allianz SE and CPRN (Thailand) Limited will hold approximately 45% stake in Sri Ayudhya Capital Public Company Limited. Bangkok Broadcasting & TV Co., Ltd., BBTV Equity Co. Ltd. and The Great Fortune Company Limited gave undertakings to accept the tender offer for 40 million shares. The transaction will be funded from internal cash resources.

The offer is conditioned such that the offer will be cancelled if the shares tendered are less than 56.93 million and if the shares tendered are more than 56.93 million, shares will be purchased on pro-rata basis; subject to approval of the shareholders of Sri Ayudhya Capital Public Company Limited, receipt of unconditional approval from the Securities and Exchange Commission (SEC) and Overseas Investment Commission (OIC) and other customary conditions. The transaction was approved by the shareholders of Sri Ayudhya Capital Public Company Limited on November 13, 2018. The transaction was approved by the SEC on December 14, 2018. The transaction was approved by the OIC on January 29, 2019. On March 11, 2019, all conditions precedent to the transaction were fulfilled (except minimum tender). The offer will start on March 12, 2019 and will end on April 19, 2019. The payment date is April 24, 2019. As per the update on April 1, 2019, shareholders of Sri Ayudhya Capital Public Company Limited who accept the tender offer must pay a brokerage fee of 0.25 percent of the Offer Price plus value added tax of 7.00 percent of the brokerage fee. Sri Ayudhya Capital Public Company Limited planning to increase the number of Board of Directors from 11 to 15 if resolution passed in annual general meeting on April 30, 2019. The Board of Directors recommends the shareholders in favor of the offer.

Win Udomrachtavanich and Sunit Visuthikosol of KTB Securities (Thailand) Public Company Limited acted as tender offer preparers, Jakkapong Ngamlamyai and Vichai Meebutphakdee of Krungsri Securities Public Company Limited acted as tender offer agents, and Thanathip & Partners Legal Counsellors Limited acted as legal advisor to Allianz SE and CPRN (Thailand) Limited. Thanathip & Partners Legal Counsellors Limited and Baker & McKenzie Ltd. acted as legal advisors to Bangkok Broadcasting & TV Co., Ltd., BBTV Equity Co. Ltd., and The Great Fortune Company Limited. On March 11, 2019, Sri Ayudhya Capital Public Company Limited appointed Asia Plus Advisory Company Limited as its financial advisor.

Allianz SE (DB:ALV) and CPRN (Thailand) Limited completed the acquisition of 19.2% stake in Sri Ayudhya Capital Public Company Limited (SET:AYUD) on April 30, 2019. As part of the transaction, Sri Ayudhya Capital Public Company Limited will be renamed as Allianz Ayudhya Capital Public Company Limited and its subsidiary Sri Ayudhya General Insurance will be renamed as Allianz Ayudhya General Insurance PCL. Under the new structure, Bryan Smith has been appointed as the President and Chief Executive Officer of Allianz Ayudhya Capital and Country Manager of Allianz Thailand, overseeing the overall business in Thailand. He also remains President and Chief Executive Officer of Allianz Ayudhya Assurance while Lars Heibutzki has been named the President and Chief Executive Officer of Allianz Ayudhya General Insurance. Veraphan Teepsuwan remains as Chairman of Allianz Ayudhya Capital PCL.