Global Power Synergy Public Company Limited (SET:GPSC) signed an agreement to acquire 69.11% stake in Glow Energy Public Company Limited (SET:GLOW) from Engie Global Developments B.V. and two other individuals for THB 97.6 billion on June 19, 2018. The agreement was signed on June 20, 2018. As per the terms of transaction, Global Power Synergy Public Company Limited will acquire approximately 1.01 billion shares in Glow Energy Public Company Limited at THB 96.5 per share. Global Power Synergy Public Company Limited is required to make a tender offer for the remaining approximately 450 million shares in Glow Energy Public Company Limited after the completion of the shares purchase transaction. On March 8, 2019, Global Power Synergy Public Company Limited and Engie Global Developments B.V. entered into an agreement and amended the purchase price from THB 94.892 per share to THB 91.9906 per share. Under the amended terms, Global Power Synergy Public Company Limited agreed to acquire 69.11% stake in Glow Energy Public Company Limited from Engie Global Developments B.V. and two other individuals for THB 93 billion. Under the amended terms, after the completion of the transaction, Global Power Synergy Public Company Limited shall be obliged to make a tender offer for all of the remaining Glow's shares pursuant to the relevant regulations at the same price as the transaction and the amendment to agreement. In addition, in the case that Glow determines the rights of its shareholders to receive dividend payment or any other rights of the shareholders prior to the end of the offering period, the tender offer price for Glow shares shall be decreased in the amount equivalent to such dividend or any other rights, and the shareholders who have expressed their intention to sell shares shall be entitled to such dividend payment or any other rights of Glow. Global Power Synergy Public Company Limited (will finance transaction by securing a short term loan (loan with a term of not exceeding 12 months), of which the amount shall be not exceeding approximately THB 140 billion from financial institutions and/or major shareholder(s) to accommodate the shares purchase transaction and the tender offer for the remaining shares of Glow Energy Public Company Limited. As of July 23, 2018, Global Power Synergy Public Company Limited entering in short term facilities agreement for a term not exceeding 12 months of bridging loan of amount exceeding THB 35 billion in order to support the transaction.

The transaction is subject to approval of shareholders of Global Power Synergy Public Company Limited, GLOW must sell Glow SPP1 Co., Ltd before or at the same time as the merger and regulatory approval. The Board of Directors of Global Power Synergy Public Company Limited approved the transaction on June 19, 2018. The transaction is approved by Energy Regulatory Commission on June 20, 2018. On August 24, 2018, shareholders of Global Power Synergy Public Company Limited approved the transaction in an extraordinary general meeting. On October 11, 2018, the Energy Regulatory Commission resolved to disapprove the application with respect to the transaction. According to Energy Regulatory Commission's resolution, the conditions precedent under the share purchase agreement could not be fulfilled by Engie Global Developments in the near future and Global Power Synergy Public Company will not make a tender offer of the securities of Glow Energy Public Company Limited until the conditions precedent is fulfilled. As of October 22, 2018, Board of Directors of Global Power Synergy Public Company Limited deemed it appropriate for re appeal against the order disapproving such application for transaction within 30 days from the date of receipt of order. As of December 7, 2018, the Energy Regulatory Commission dismissed the appeal submitted by Global Power Synergy Public Company to reconsider its decision. As on December 26, 2018, the transaction has been approved by Energy Regulatory Commission. The transaction is expected to close in fourth quarter of 2018.

AvantGarde Capital Co., Ltd acted as independent financial advisor for Global Power Synergy Public Company Limited. Citi Group, Inc. acted as financial advisor for Engie Global Developments B.V. Allen & Overy LLP acted as legal advisor for Engie Global Developments B.V. HSBC acted as financial advisor to EngieSA. BofAML acted as financial advisor to ENGIE SA. Veeranuch Thammavaranucupt and Samata Masagee of Weerawong, Chinnavat & Partners Ltd acted as legal advisors to Glow Energy Public Company Limited.

Global Power Synergy Public Company Limited (SET:GPSC) completed the acquisition of 69.11% stake in Glow Energy Public Company Limited (SET:GLOW) from Engie Global Developments B.V. and two other individuals on March 14, 2019.