How Tractus screened more than 500 Thai companies to identify a target and managed the deal through closing

 

Growing by acquisition in an unfamiliar market is hard from the start and the best target is often not the one putting itself up for sale. When Rohto Pharmaceutical, a Japanese consumer-health company, set out to acquire a business in Thailand, it had no target in mind. It asked Tractus to find one, win its interest, and carry the deal through to closing. Over a multi phased process Tractus screened more than 500 companies, confirmed interest with THANN, and closed Rohto’s 51% acquisition. Here is how.

A brief, not a target

Rohto came to us with a brief, not a target. It was open to a branded business in any of five product groups, from pharmaceuticals and eye care to cosmetics and aromatherapy, with one firm condition: the company provides a strong brand that genuinely fits its portfolio. Our first task was to turn that into a defensible screening process and identify that company.

Screening 500 companies to one

Tractus translated Rohto’s investment strategy into a set of screening criteria spanning operations, revenue, growth, and its strategic fit. Tractus applied those criteria to a long-list of more than 500 companies, drawing not only on public information but also primary data directly from the targets.

The screening ran over roughly two months and tightened stage by stage. A first screen on financial and operational performance brought the field from 500 to 245. The most decisive cut came on brand ownership. Thailand has a robust contract-manufacturing base, but these companies do not produce their own brands, and this led to eliminating 178 companies. The alignment of targets with Rohto’s portfolio further narrowed the field to 43 targets, and from there Tractus ran primary research to verify each remaining company against Rohto’s criteria.

Of the companies Tractus approached, 11 had an interest in pursuing discussions with Rohto. The screening criteria provided Rohto with clear and objective reasons for targets being eliminated throughout the process and Tractus ranked the remaining by strategic alignment. From that shortlist, Rohto selected THANN for detailed discussions.

Rohto acquisition screening funnel

Earning trust and valuing the business

Tractus facilitated initial discussions between THANN and Rohto. These early meetings were critical for alignment and demonstrating Rohto’s intent. They ended with THANN stating it was open to a deal and opening its books for review.

“Tractus focused on establishing a joint venture framework grounded in strategic synergy, alignment of corporate culture, and mutual respect between the parties. This approach was particularly important in facilitating constructive discussions and building confidence during a complex cross-border transaction involving Rohto and THANN.” – Thitipat (Tony) Suppattranont, Founder & CEO of THANN

THANN has led Thailand’s natural skincare and cosmetics sector for much of its 20 years and in that team it has grown across the region and expanded its revenue centers. Its business has three income streams: domestic and export retail and spa, licensing, and a 48-room luxury wellness hotel. Multiple revenue streams made the preliminary due diligence demanding, since each stream had to be understood and consolidated before THANN could be valued.

That consolidation was the most critical part. Each stream had its own cost structure, recognized revenue differently, and ran at different margins, and some costs, like marketing and management, were shared across all of them. Tractus first reconstructed THANN’s historical accounts, normalizing and reconciling the underlying numbers, before building a single discounted cash flow (DCF) model. That meant re-allocating the shared costs, separating out one-off items, and applying consistent assumptions for working capital, capital expenditure, and growth. Alongside it, Tractus built standalone valuation models for each business segment, enabling Rohto to understand what each one was worth on its own and combined. The result was a valuation Rohto could trust and defend.

The hotel question

Preliminary due diligence confirmed the strength of the THANN brand and challenges the hotel business was facing. Opened in Ayutthaya Thailand in 2019, the hotel was built as a showcase for customers to experience the full breadth of THANNs products and spa treatments in a luxurious setting. However, the COVID-19 pandemic and continued tourism disruption has impacted the financial performance of the hotel.

That created a standoff. THANN’s founder wanted the hotel in the deal, but Rohto did not want to take on a non-core asset that required a turnaround. Tractus brought in hotel specialists to assess the property and improvements that could be made through a joint venture. Their view was that it was a rare asset in the region, and one that could perform with repositioning and a professional operator. That gave Rohto both a reason to keep the hotel and a credible path to a turnaround. By reconciling Rohto’s caution over the hotel with THANN’s reasons for keeping it in the deal, Tractus opened the way to detailed due diligence and structuring.

Due diligence and structuring

Once Rohto submitted a non-binding letter of intent to acquire a 51% stake, Tractus coordinated detailed financial, tax, and legal due diligence. The purpose of the detailed due diligence scopes was threefold, to test the assumptions underlying the investment case, to surface any issues that could materially affect value or pose a risk to the transaction, and to translate those findings into concrete corrective actions.

The process was as valuable to Rohto as it was to THANN. While THANN is a company with global operations, it is an SME and reports its financials according to Thai SME standards, not IFRS. Due diligence demonstrated where these gaps existed and set out how to close them before integration. As THANNs Founder and CEO Tony, put it:

“I learned a lot from the due diligence process and areas of compliance that multinational companies require. I would suggest all companies entertaining acquisitions from multinational companies to engage early in the due diligence process to ensure financial and operational compliance.”

In parallel, Tractus evaluated different investment structures. Thailand has tightened its stance on foreign ownership, so the joint venture had to be structured to satisfy both Rohto’s strategy and Thai law. Once the right structure was agreed, Tractus moved to coordinate the closing documentation.

Closing

Rohto and THANN signed the share purchase agreement and shareholder agreement on January 7th 2026. The signing marked the conclusion of negotiations but in the period before closing, which occurred on 29 May 2026, there was still work to be done.

Tractus cleared the conditions precedent that were defined in the share purchase agreement, and guided THANN through its capital increase and corporate restructuring prior to closing. At closing, Rohto acquired a 51% stake in THANN, hotel included. THANN is now a unique product offering to the Rohto portfolio, realizing the objective that Tractus was initially mandated to identify.

Rohto’s EVP and CFO, Masaya Saito, said:

“Tractus’ deep understanding of the Thai market and methodical approach to target identification proved invaluable in this acquisition. Their team’s ability to assess both financial metrics and cultural fit helped us identify THANN as a partner that shares our commitment to wellness and quality. We are delighted to embark on this journey alongside THANN and its founder, Mr. Thitipat Suppattranont, and we look forward to creating lasting value together.”

Considering a sale or an acquisition in Asia? Talk to the Tractus M&A Partners team about how a criteria-led search and end-to-end deal management could work for your situation.