Banpu Public Company Limited (SET: BANPU) has announced sweeping corporate changes following its Board of Directors’ meeting, outlining a comprehensive internal restructuring designed to enhance group efficiency and accelerate its Energy Symphonics strategy. The plan centers on a strategic amalgamation with its subsidiary, Banpu Power Public Company Limited (SET: BPP), alongside a significant investment restructuring in its U.S. natural gas and power generation businesses.
Strategic Amalgamation to Form “NewCo”
At the heart of the restructuring is the proposed amalgamation of BANPU and BPP under the Public Limited Companies Act (PLCA). Once completed, both existing listed companies will cease to exist, and a newly formed public limited company — referred to as “NewCo” — will assume all assets, liabilities, rights, and obligations by operation of law.
The move aims to streamline operations, enhance strategic flexibility, and align growth with the global energy transition. Management said the restructuring will help boost the share of EBITDA from non-coal businesses and drive long-term sustainable growth.
NewCo will operate as an integrated energy company, focusing on four core business pillars: Next Gen Mining, U.S. Closed-Loop Gas, Power+, and Future Tech.
Under the proposed share swap ratio,
- 1 existing BANPU share will be exchanged for 0.35575 shares of NewCo, and
- 1 existing BPP share will be exchanged for 0.74615 shares of NewCo.
This ratio remains subject to final adjustment depending on the participation rate in the preceding General Offer.
General Offer and U.S. Asset Consolidation
Before the merger, BANPU will launch a General Offer to acquire the remaining 21.34% of BPP shares not already held by the company, at a purchase price of THB 13.00 per share. The offer period will run from 1–23 December 2025.
In a parallel move to strengthen its U.S. energy portfolio, BKV Corporation (BKV) — Banpu’s indirect subsidiary — will increase its stake in BKV-BPP Power LLC from 50% to 75%, by acquiring an additional 25% membership interest from Banpu Power US Corporation. The transaction, valued at approximately USD 376 million (THB 12,253 million), will allow BKV to fully consolidate BKV-BPP’s financial results into Banpu’s accounts.
Key Dates for Shareholders
The amalgamation plan will be tabled for approval at Extraordinary General Meeting (EGM) No. 1/2026 on 29 January 2026, with the record date for eligible shareholders set for 26 December 2025.
Shareholders voting against the merger (Dissenting Shareholders) will have the right to sell their shares to Banpu Mineral Company Limited (BMC), a wholly owned subsidiary of BANPU, at a price based on the SET closing price on the trading day before the EGM approval date (28 January 2026).
The overall restructuring is expected to be completed by the third quarter of 2026.
