VZCZCXRO4072
PP RUEHCHI RUEHDT RUEHHM
DE RUEHBK #0538/01 0271040
ZNR UUUUU ZZH
P 271040Z JAN 06
FM AMEMBASSY BANGKOK
TO RUEHC/SECSTATE WASHDC PRIORITY 5976
INFO RUEHZS/ASSOCIATION OF SOUTHEAST ASIAN NATIONS PRIORITY
RUEHCHI/AMCONSUL CHIANG MAI PRIORITY 1134
RUEAWJA/DEPT OF JUSTICE WASHDC PRIORITY
RUEATRS/DEPT OF TREASURY WASHDC PRIORITY
RUCPDOC/DEPT OF COMMERCE WASHDC PRIORITY

UNCLAS SECTION 01 OF 05 BANGKOK 000538 
 
SIPDIS 
 
SIPDIS 
 
STATE FOR EB/CIP, EAP/MLS 
USTR FOR BARBARA WEISEL, JONATHAN MCHALE 
COMMERCE FOR JEAN KELLY, JULIET BENDER, JEREMY MARCUS 
JUSTICE FOR STUART CHEMTOB 
TREASURY FOR OSIA 
STATE PLEASE PASS TO USTR 
 
E.O. 12958: N/A 
TAGS: ETRD ECPS EINV ECON SN TH
SUBJECT: THAILAND'S DEAL OF THE CENTURY: TEMASEK BUYS OUT 
PM'S SHIN CORP 
 
REF: A. 04 BANGKOK 6901 
     ¶B. 04 BANGKOK 7124 
     ¶C. 05 BANGKOK 115 
 
BANGKOK 00000538  001.2 OF 005 
 
 
¶1.  (U) SUMMARY:  On January 23, 2006, Singapore,s Temasek 
Holdings announced the largest corporate takeover in 
Thailand,s history:  the 73.3 billion baht (USD 3 billion) 
purchase of the 49.6 percent stake in Thailand,s Shin Corp 
Plc (Shin) held by members of Prime Minister Thaksin 
Shinawatra,s family.  Structured through newly-created 
holding companies to get around Thailand,s restrictions on 
foreign ownership of telecommunications companies in a manner 
similar to Telenor,s buyout of Total Access Communications 
(TAC) and United Communications (UCOM) in October 2005, the 
Temasek takeover of Shin gives the investment arm of the 
Government of Singapore effective control of Thailand,s 
leading mobile phone operator, Advanced Info Service Plc 
(AIS), and a substantial stake in both Shin Satellite Plc and 
Thai AirAsia, among other subsidiary companies. Shin Corp 
comprises about 2.5 percent of the total capitalization of 
the Stock Exchange of Thailand. 
 
¶2.  (U) The financial market has taken the deal in stride and 
the Thai public appears not to care deeply despite opposition 
politicans, criticism, particularly of the tax exemption on 
the proceeds of the sale.  The deal makes good business and 
political sense for the Prime Minister and his family, and 
indications are that it will likely hold in the absence of 
significant legal challenge even if some participants may be 
charged with wrongdoing.  The Shin buyout also makes business 
sense for Temasek and its subsidiary Singapore Telecom, while 
at the same time reinforcing the Government of Singapore,s 
strategy of strengthening ties with Thailand.  The Prime 
Minister,s exit from the telecom business removes a 
significant barrier to sectoral liberalization.  The fact 
that the deal was structured to get around Thailand,s 
restrictions on foreign investment nevertheless raises 
serious questions about the investment climate in Thailand, 
and shows the limits of liberalization to date.  The outcome 
to hope for going forward is that any domestic political 
debate about policy issues such as foreign ownership of 
telecom assets may put to rest some of the Thais fears of 
market liberalization, and by extension a Free Trade 
Agreement with the United States.   End Summary. 
 
THE DEAL OF THE CENTURY 
 
¶3.  (U) After weeks of speculation, Temasek, the investment 
arm of the Government of Singapore, announced that it was 
acquiring the Prime Minister,s family members, 49.6 percent 
stake in Shin (1.488 billion shares) in a cash purchase of 
73.3 billion baht effective on the same day that an amendment 
to the Telecommunications Business Act (TBA) raising the cap 
on foreign ownership of Thai telecom companies from 25 
percent to 49 percent went into effect.  The Governor of the 
Bank of Thailand told the press earlier that the inflow of 
currency (almost 50 billion baht) to conclude the deal caused 
the Thai baht to appreciate.  The Revenue Department 
determined that because the Prime Minister,s son, daughter, 
sister, brother-in-law, and sister-in-law sold their shares 
as individuals (i.e., because it was not a company selling 
the shares), the proceeds of the sale would be exempt from 
income tax.  The tender offer for the remaining shares of 
Shin, as required by Thai law, was set at 49.25 baht/share, 
the price paid for the Shinawatra family shares. 
 
¶4.  (U) Industry observers agree that the real object of the 
deal is the mobile operator AIS, in which Singapore Telecom 
(SingTel), already has a stake of about 20 percent.  (Temasek 
owns a 60 percent stake in SingTel.)  Had SingTel simply 
attempted to acquire AIS, however, it would have run afoul of 
even the revised TBA, which provides for an upper limit of 49 
percent foreign ownership of a Thai telecom firm, and it 
would have triggered a tax event on the sale at a rate of 30 
percent. 
 
¶5.  (U) In a carefully crafted transaction, worked out in 
consultation with tax-law expert Suvarn Valaisathien, Wichit 
Surapongchai, president of Siam Commercial Bank, and Shin 
Corp CEO Boonklee Plangsiri, Temasek acquired the Shinawatra 
family,s stake in Shin through several holding companies 
 
BANGKOK 00000538  002.2 OF 005 
 
 
newly established to effect the deal.  As reported in the 
press and explained to the public, Temasek,s 49 percent 
stake in the joint venture Kularb Kaew (meaning Rose) 
represents its point of entry in the deal, but the remaining 
51 percent stake of that entity is nominally Thai investors 
participating in the deal.  The major Thai investor in Kularb 
Kaew was lent his 20 billon baht capitalization contribution 
by Siam Commercial Bank with the Kularb Kaew shares as 
collateral. Kularb Kaew, in conjunction with Siam Commercial 
Bank, and a holding company named Cypress Holdings control 
another holding company, Cedar, which, together with still 
another holding company, Aspen, now owns the Shin shares 
purchased from the Shinawatra family members.  A telecom 
analyst who has reviewed the relevant corporate filings at 
the Ministry of Commerce, however, explained that even this 
complex structure oversimplifies the architecture of the 
deal.  Telenor,s buyout of Total Access Communications and 
United Communications (REF A) is clearly the model for the 
transaction, but even that complex deal now appears simple by 
comparison. 
 
¶6.  (U) As a result of acquiring control of the holding 
company created by Thaksin and his wife Khunying Pojaman 
about 30 years ago to manage their many enterprises, Temasek 
now has effective control of AIS, broadcaster iTV Plc (52.94 
percent), Shenington Investments Pte (100 percent), consumer 
finance firm Capital OK Co., Ltd. (60 percent), CS LoxInfo 
Plc, and several other firms.  Temasek has also acquired a 
significant stake in Shin Satellite (41.34 percent), Lao 
Telecom (49 percent), and budget carrier Thai AirAsia (50 
percent, jointly owned with Malaysia,s AirAsia Berhad). 
 
¶7.  (U)  Financial authorities have interpreted Thai law with 
considerable latitude in determining the tender offer 
required as part of the deal.  Since ShinSat is less than 10 
percent of Shin Corp's holdings, for example, a Securities 
Exchange Commission (SEC) panel ruled that a tender offer 
would not be necessary.  They similarly exempted iTV from the 
requirement to make a tender offer.  The tender offer for 
outstanding AIS shares proposed by Shin Corp's financial 
advisor, based on conservative but justifiable assumptions, 
is 72.31 baht, or about 30 percent below the 100-104 baht 
range at which the company traded the previous week.  Under 
Thai law, the financial advisor of other shareholders may 
comment but not change the terms of the offer.  At such 
price, few takers are expected, thus reducing the cost to 
Temasek.  Securities industry contacts have told the Embassy 
that they do not expect shareholder lawsuits. 
 
MOTIVES 
 
¶8.  (U) Temasek appears to be acting out of both business and 
political concerns.  On a strictly business level, the 
acquisition of AIS makes sense because of the existing 
relationship between AIS and SingTel, the relative saturation 
of the Singapore telecom market, and the platform for 
expansion that the Thai market affords.  A former diplomat 
who now works in the securities industry told the Embassy 
that geopolitical concerns also loom large in Temasek's 
thinking.  The deal certainly had the blessing of the 
Government of Singapore, and &Temasek likes to buy high in 
Thailand.  The government wants Singapore to be closer to 
Thailand to guard against Malaysia to the North and chaos in 
Indonesia to the South.8  Since prior to this transaction 
Shin Corp typically traded at a 20 percent discount to NAV, 
Temasek likely paid a 20 percent premium by buying at NAV. 
 
¶9.  (U) The Prime Minister has focused on his desire to put 
to rest charges of conflict of interest.  &The stock 
transaction was not decided by Shin Corp,8 he said, &but by 
my children who want their father to devote his attention to 
serving the country.8  (Note:  when he became Prime 
Minister, Thaksin transferred his Shin shares to the five 
family members who sold their Shin shares in the Temasek 
deal.  End note.)  Few observers believe that Thaksin has put 
business completely aside, and the question remains, why now? 
 
 
¶10.  (U) There is a solid case to be made that the Temasek 
deal just makes good business sense for the Prime Minister's 
family, particularly in view of the limited number of 
 
BANGKOK 00000538  003.2 OF 005 
 
 
potential buyers.  AIS has succeeded beyond even Thaksin's 
wildest ambitions, and he has said privately that he is tired 
of the telecom business.  According to one carefully 
researched estimate prepared by an analyst covering AIS, at 
the current share price the Prime Minister has made 100 times 
his initial investment.  While most observers expect AIS to 
remain highly profitable, there is little doubt that the 
liberalization of the telecom services in progress, the 
extensive investment required to rollout third-generation 
(3G) services, and heightened competition are reshaping the 
telecom market.  Selling makes sense, particularly if other 
opportunities present themselves, and few doubt Thaksin's 
ability to spot an opportunity. 
 
¶11.  (U) The most conspiratorial theory of the sale in 
circulation in Bangkok says that by cashing out now the Prime 
Minister Thaksin is purchasing a political insurance policy. 
Converting the family,s telecom holdings into cash enables 
Thaksin to safeguard his fortune should his political career 
end in disgrace sooner rather than later.  Dreams of a 
&Bangkok-based movement to overthow8 the Prime Minister's 
&tyranny8 imposed on the country by rural voters may rest 
on the wishful thinking of a small minority, but there is no 
question that liquid assets are easier to move, and harder 
for the authorities to seize, particularly if located 
overseas. 
 
REACTIONS 
 
¶12.  (U) The Embassy,s telecom and finance contacts are 
impressed by the execution of the Shin buyout.  Everyone 
recognizes the talent that both sides drew upon in 
structuring and executing the deal.  The SET closed up 
slightly on Tuesday, and down slightly on Wednesday, which 
suggests that the market is taking it in stride as a done 
deal. 
 
¶13.  (U) With the possible exception of tax issues, the Thai 
public is essentially indifferent to the Temasek deal.  The 
headline &Prime Minister rids himself of political thorn and 
makes money too8 sums up the initial reaction.   Although 
criticized daily in the Bangkok newspapers, Prime Minister 
Thaksin is much admired and highly popular nationally, in 
part because of his business acumen and resulting financial 
success.  On the day the deal was officially announced he was 
leading a reality TV show in Roi-Et province highlighting his 
concern for the welfare of the poor.  Although derided by 
political sophisticates in Thailand in the same way as in the 
United States, reality TV is highly popular in Thailand and 
the Prime Minister is better able than most politicians, 
especially the opposition, to turn it to political advantage. 
Thaksin has predictably derided criticism as envy:  &I'm a 
big guy. How can I not be straighforward? I am not a 
nobody.8 
 
¶14.  (U) Some opposition lawmakers have predictably 
criticized various aspects of the Temasek deal, but such 
criticism of the sale itself does not appear to be gaining 
traction with a wider audience.  Bangkok Senator Sophon 
Supapong, among others, has criticized the amendment to the 
TBA that raised the foreign investment cap from 25 to 49 
percent as enabling the sale of precious national assets.  Of 
particular concern in this regard are satellite broadcasting 
and television frequencies granted to Thai concessionaires. 
Opposition MP Korn Chatikavanij, a former investment banker, 
has questioned whether the Prime Minister,s family evaded 
paying income tax by structuring the deal as they did. 
Bangkok Senator Chirmsak Pinthong has likewise accused the 
Finance Ministry of adopting double standards to protect the 
Shinawatra family. The PM has pointed to the fact that there 
is no capital gains tax on transactions made by individuals 
on the Stock Exchange of Thailand. 
 
¶15.  (U) Significantly, the Opposition Democrat Party Leader 
Abhisit Vejjajiva has not made protest against the Temasek 
deal the focus of his public position.  Abhisit has 
criticized Thaksin's mention of setting up a charity fund to 
alleviate poverty, saying that the Prime Minister would be 
better just to ensure that his family pays its share of 
taxes.  The opposition can be expected to press on the theme 
of tax fairness, particularly since it is income tax season 
 
BANGKOK 00000538  004.2 OF 005 
 
 
in Thailand.   Fortuitously for the Prime Minister, however, 
the opposition is currently mired in a widening corruption 
scandal concerning bidding for Bangkok Metropolitan 
Administration (BMA) road construction projects.  Abhisit is 
not involved, but his party is in charge of Bangkok, thereby 
undercutting their ability to take the moral high ground on 
issues of transparency and governance. 
 
POSSIBLE CHALLENGES 
 
¶16.  (U) If the Temasek deal is to run into trouble, the most 
likely setting will be court, particularly the Supreme 
Administrative Court.  Almost alone among independent 
institutions, the administrative court has served as a check 
on executive power, such as when it suspended the initial 
public offering of state-owned power producer EGAT Plc (REF 
B).  In view of the various favorable determinations by 
regulators that facilitated the buyout, it is possible that a 
court challenge may emerge. The Law Society of Thailand and 
the Press Council of Thailand announced on January 26 that 
they are conducting a probe of the Shin buyout and said that 
income tax must be paid on the deal. The probe will focus on 
the legal aspects of the tax-free sale and the effects on 
national security of selling national assets to foreigners. 
Other telecom companies have given no indication that they 
plan to challenge the deal in court. 
 
¶17.  (U) The challenges more likely to stick are those 
concerning individual conduct rather than the overall 
structure of the deal.  The Stock Exchange of Thailand is 
investigating five brokerage houses for possible insider 
trading in connection with the deal.  Journalists and 
lawmakers have focused on the ironically titled Ample Rich 
deal.  The specific allegation is that Ample Rich Investment 
Co. Ltd., a company owned by Thaksin and registered in the 
British Virgin Islands, sold 329 million shares of Shin stock 
to Thaksin,s children at 1 baht per share on January 20, 
which they then sold to Cedar Holdings and Aspen Holdings on 
January 23 at 49.25 baht per share.  Whether these or other 
allegations are true, or will lead to further allegations 
against the Prime Minister himself, is unknown and will 
likely take considerable time to ascertain. 
 
EFFECT ON THE TELECOM MARKET  AND COMMENT 
 
¶18. (U) In the immediate-term, the Temasek deal will not 
likely bring great change to the Thai telecom market. 
Yingluck Shinawatra, the Prime Minister,s younger sister has 
resigned as President of AIS, but Temasek has pledged &no 
change at Shin8 including, for example, the merging of 
SingTel and AIS.  Indications are AIS will continue to go 
forward with its rollout of 3G services. 
 
¶19.  (U) Longer-term, the Prime Minister,s exit from the 
telecom market removes a significant barrier to 
liberalization of the sector.  A majority of the Thai mobile 
services industry is now controlled by foreign firms. True 
Corp, whose subsidiary TA Orange is the last major 
wholly-Thai owned operator in the mobile services market has 
seized on the deal as an opportunity to urge scrapping the 
existing telecom concessions, described in detail in REF C, 
so as to create a level playing field in the mobile market. 
While it is not clear that the National Telecommunications 
Commission (NTC) has the appetite to take on concession 
conversion, a matter on which the state-owned enterprises TOT 
Plc and CAT Telecom Plc may be expected to fight, there is 
little doubt that having AIS out of the Prime Minister,s 
hands lightens the political pressure*both real and 
perceived*on the regulator.  Since the NTC is inquiring into 
the effect of the Telenor deal on competition in the market, 
it may take up the same question with respect to the buyout 
of AIS. 
 
¶20.  (U) Comment: While the recent entry of foreign firms 
into the Thai telecom market may be welcome to foreign 
investors, the form by which it has occurred raises 
disturbing questions about the investment climate in 
Thailand.  Both Temasek,s buyout of Shin and Telenor,s 
acquisition of TAC and UCOM were obviously structured to get 
around the intent, if not the letter of existing laws 
limiting foreign ownership of telecom companies.  The fact 
 
BANGKOK 00000538  005.2 OF 005 
 
 
that large foreign firms were able to blatantly get around 
the law at the invitation of leading Thai players suggests 
that the law is quite malleable when insiders want it to be, 
which raises the question of just how much protection the law 
really affords.  Similarly, the requirement for foreign 
entities to establish such Byzantine legal structures to 
enter the Thai market underlines just how halting Thailand,s 
commitment to liberalization really is.  Many foreign 
companies simply don,t want to deal with the uncertainty of 
Thai law which can be endlessly flexible or absolutely 
unbending depending on the precise circumstances and 
individuals involved. 
 
¶21.  (U) The Embassy agrees that the deal makes good business 
sense for the Prime Minister and his family, and that it will 
likely survive political criticism.  The exceedingly 
favorable timing and terms of the sale (such as the income 
tax exemption) nevertheless render it vulnerable to 
challenge, so it is unlikely to fade from the headlines any 
time soon.  Although the policy-relevant debates such as that 
over the sale of so-called national assets (e.g., 
frequencies) to foreigners does not appear likely to have 
broad political appeal, they are of concern to many of the 
same political figures who are following closely developments 
relating to the Thai-US FTA.  We think that it is good for 
this debate to be occurring independent of the FTA and 
without reference to the United States or American companies. 
 With the Prime Minister out of the telecom business and the 
Thai mobile phone market no worse off than before it was 
dominated by foreign firms, the prospects have improved for 
allaying Thai fears of market liberalization. 
BOYCE