Lawsuit against InTouch covers array of issues

Infobahn, founded by Dumrong, is the first plaintiff in the case, while Pijak Siripoonsap, who owns 1,000 shares of Thaicom, is the second plaintiff.
The lawsuit was submitted on April 23 at South Bangkok Civil Court, asking it to order 10 defendants, including InTouch and Thaicom, jointly to sell more than 450.87 million shares of Thaicom held by InTouch to Infobahn. The proposed price is Bt13 per share for a total of more than Bt5.861 billion. The shares involved represent 41.14 per cent of total Thaicom shares.
In addition, Infobahn seeks the suspension of the reported attempt to sell shares of Cambodia-based telecom operator Mfone by Thaicom and its affiliates until the share transfer to Infobahn is completed.
Thaicom owns 51 per cent of Shenington Investments, which owns 49 per cent of Lao Telecommunica-tions and 100 per cent of Mfone. Shenington reportedly will divest some shares in Mfone to other parties to leave the brutally competitive Cambodia market.
Infobahn also demands that the defendants pay it damages of Bt2 million, plus interest, as well as the court and legal fees of the two plaintiffs. The damage claim is for the alleged cost of the process of executing its share-purchase plan.
The third to the 10th defendants were Shin directors at the time of the offer. One of them, Arak Chonlatanon, is now energy minister, but the others are still at InTouch. They are board chairman Virach Aphimeteetum-rong, executive chairman Sompra-song Boonyachai, independent director Vithit Leenutaphong, audit committee chairman Somchai Suppha-tada, audit committee Chalaluck Bunnag, and two directors, Boon Swan Foo and Bodin Asavanich.
According to the lawsuit, Infobahn jointly discussed with InTouch and Thaicom last July the possible share purchase. The discussion concluded with an agreement for Infobahn to buy the shares in question, along with all Thaicom assets, such as DTV Service, Shenington and Mfone.
Since InTouch and Thaicom are listed firms, they are required to proceed with the share transfer according to relevant rules, Infobahn says. The lawsuit says this is simply a formality, given that the share price and the share-purchase process had been agreed by the parties in the discussion.
Last August 22, Infobahn proposed the deal to InTouch in writing. On September 13, InTouch chairman Virach replied to Infobahn to reject the deal.
He wrote that after a thorough discussion among senior executives, they decided not to proceed with the transaction, even though the offered price represented a premium to Thaicom’s current market trading price. The reason was that Thaicom was the group’s key strategic asset and its future growth driver in the telecom and media businesses.
The lawsuit accuses the third through 10th defendants of failing to perform their duties by declining to propose Infobahn’s share-purchase offer to relevant authorities and shareholders for consideration. It also accused them of conflict of interest because if the share purchase is completed, the fourth defendant, Sompra-song, and all Thaicom directors would have to vacate their posts in Thaicom. This is why they turned down its offer, which is a breach of the share-sales agreement, the suit claims.
Another accusation is the offer’s rejection entailed a loss for the second plaintiff Pijak, given that the average share price of Thaicom in the stock market was only Bt10.77 at the time while the offered price was not less than Bt13 a share. It also claimed that the reported attempt to sell shares of Mfone to other parties amounting to an intent to transfer Thaicom assets to prevent the share acquisition planned by Infobahn.