How to Invest Through Acquisition – Advice from M&A Lawyers in Vietnam

 With the international integration, more and more policies to attract foreign investment have been introduced by Vietnam government including the facilitation of M&A transaction. It has been proven efficient if the transaction get help from M&A lawyers in Vietnam but it is important the investors understand the ideas and process.

M&A or Direct Investment in Vietnam?

Besides the fact that the investor could invest through setting up a company in Vietnam, the investor could also enter Vietnam through making investment by buying shares in a company or acquire contributed capital in company operating in Vietnam which is also considered as merger and acquisition transaction. 

Specifically, according to the provisions of the Law on Investment, foreign investor can invest in the form of capital contribution, share purchase, or acquisition of capital contributions from an economic organization. However, the investor must: satisfy market access conditions applied to foreign investors; ensure following national defense and security in accordance with the law; comply with regulations of the law on land and conditions for the receipt of land use rights and conditions for use of land on islands or border or coastal communes.

Unlike the case of investment in the establishment of an economic organization, the investment in the form of capital contribution, share purchase or purchase of contributed capital of an economic organization does not need to carry out investment registration procedures in Vietnam.

A foreign investor only shall follow procedures for registration of capital contribution or purchase of shares or stakes of a business organization prior to change of members or shareholders in one of the following cases:

(i) The purchase of capital contribution or shares increases the ownership ratio of the foreign investors in a company operating in the restricted investment business lines;

(ii) The capital contribution or purchase of shares or stakes results in a foreign investor or business organization specified in some points of the that cover the investors with investment over 50% of the charter capital of the business organization in the following cases: The holding of charter capital by the foreign investor is increased from less than or equal to 50% to over 50%; the holding of charter capital by the foreign investor is increased while such foreign investor is holding over 50% of the charter capital of the business organization.

(iii) The foreign investor that contributes capital, purchases shares or stakes of a business organization has a certificate of rights to use land on an island or in a border or coastal commune; in a coastal commune; in another area that affects national defense and security.

In addition to the above cases, the investor will carry out the procedures for changing shareholders or members in accordance with relevant laws when contributing capital, buying shares or buying contributed capital of economic organizations.

How risks could be minimized with the help of M&A Lawyers in Vietnam

Investing in a company in the form of capital contribution, share purchase, or capital contribution from economic organizations will help investors gain a number of benefits such as quick access to market, gaining customers’ trust, taking advantage of physical facilities, human resources, existing operating procedures, reducing the time to create a brand as well as reduce licensing procedures. However, investing in a company according to these methods also encounter some risks which the investors need to carry out strict legal due diligence by experience M&A lawyers in Vietnam, to check on the company’s compliance and validity of their licenses to mitigate risks.  Further, the investor also needs to undertake financial due diligence and operational due diligence to safe guard the potential economic benefits.

Source: https://antlawyers.vn/library/how-to-invest-in-vietnam-through-ma.html

Thai Billionaires and M&A Activities in Vietnam

  The billion-dollar acquisitions of Thai billionaires have brought Thailand to become a formidable force in M&A activities in Vietnam and Asia.

Big C Vietnam has fallen into the hands of billionaire Tos Chirathivat – the boss of Central Group (Thailand) from Casino Group (France) for 1.05 billion USD. In 2015, this group also spent about 100 million USD to acquire Nguyen Kim - the leading retailer in the electronics market. Recently, the Group also spent 10 million USD to acquire the business segments in Thailand and Vietnam of Zalora (belongs to Global Fashion Group of Rocket Internet Corporation).

Previously, billionaire Charoen Sirivadhanabhakdi - owner of TCC Holdings (Thailand) spent 655 million Euros to buy 19 centers and relating real estates of Metro Cash & Cary Vietnam. Also, Berli Jucker (BJC), a subsidiary of TCC Holdings also acquired Family Mart Vietnam. Especially, along with the acquisition of Metro Cash & Carry Vietnam, billionaire Charoen Sirivadhanabhakdi also through the Singapore Beverage Group - Fraser & Neave (F&N) became the 2^nd largest shareholder in Vinamilk with 11.04% share. Currently, Thaibev which also belongs to this billionaire is racing to buy 40% share in Saigon beer (Sabeco), with a value of 1 billion USD.

In fact, the trend that Thai businesses acquired businesses outside their national borders is not new. In 2012, Siam Cement Group (SCG) of Thailand signed an agreement to buy 85% share in Prime Group JSC (Vietnam) at the price of 7.2 billion Baht (nearly 5,000 billion VND). This is also the biggest M&A deal in the field of building materials in Vietnam so far.

In the plastic industry, currently, SCG has invested in more than 20 Vietnam plastic enterprises. Particularly, the most significant investment is to buy 80% share in Tin Thanh Plastic Company, a top enterprise in the field of plastic packaging of Vietnam. SCG also holds large shares in 4 companies specialized in manufacturing plastic household – packaging in Vietnam, which are Vietnam - Thai Plastchem Joint Venture, TPC Vina Plastic and Chemical, Minh Thai and Chemtech Plastic Materials.

Currently, SCG is also the 2^nd largest shareholder in Tien Phong Plastics and Binh Minh Plastics, just after State Capital Investment Corporation (SCIC). Moreover, SCIC planned to divest from this two plastics companies. This will create opportunities for Nawaplastic Industries to increase its shares in Tien Phong Plastics and Binh Minh Plastics. SCG continues to seek opportunities to invest in Vietnam's plastic industry.

Most recently, the Ton Poh Thailand Fund has spent 130 billion VND to buy 5.9 million shares of Hoang Huy Investment – Service Company, equivalent to 5.32% of the charter capital of the company. In addition to Hoang Huy, Ton Poh Thailand Fund also owns nearly 6% share of Cotec Construction Company.

An open economic space will create significant opportunities for investment flows. The formation of the ASEAN Economic Community (AEC) and the Trans-Pacific Partnership Agreement (TPP), which expected to take effect from 2018, is the impetus for investment flows into the country in this area. The race has just begun for the countries, investors and Thailand businesses seem to hold this game.

The billion-dollar acquisitions of ambitious billionaires brought Thailand to become a powerful force in M&A activity in Asia. According to experts, the deal with the presence of Thai companies in the M&A market in Asia has increased rapidly, just behind China, Korea and India.

In particular, the market of more than 600 million people of AEC is considered as a more stable market than most emerging markets in the world. The growth opportunities for businesses here will be very attractive, regardless of Thailand, Vietnam enterprises or from other economies.

To sum up, according to economic analysts, the increase of M&A activities will be the obvious result due to the free trade between the countries in goods, services and human resources.

M&A Activities in Vietnam in Recent Years

  Vietnam's population is more than 90 million people so that foreign investors are looking at Vietnam as a fertile ground to expand their market by M&A deals.

Accordingly, along with the process of restructuring the economy and international integration of Vietnam, in recent years, merger and acquisition (M&A) activities have been fairly active, in which many major transactions involving Thai enterprises.

In 2009, the total value of M&A transactions in Vietnam reached 1 billion USD then in 2015, the number is 5 billion USD. Particularly for the first 6 months of 2016, the value of M&A in Vietnam has exceeded 3 billion USD, in which it took place in such sectors as retail, commodities and real estate...

Thailand, Japan and Singapore are still the major buyers in Vietnam market. While Japan invests in companies in aviation, petroleum and pharmaceutical sectors, Singapore emerges with commercial real estate projects. Lastly, Thailand continues to focus on the retail segment with the goal of expanding the market.

Head of M&A transactions last year is the retail sector and consumer goods, accounting for 38.46% of the total value. In particular, the scale of 2 M&A deals from Thailand accounted for 24.8% of the total value of 2015 and the first half of 2016. This shows the trend that retail businesses at home and abroad continue to explore the market with more than 90 million people of Vietnam. Recently, Thailand's major corporations continuously acquired large supermarket chains such as Metro, Big C...  Singha has also become a strategic partner of Masan with investment value of 1.1 billion USD.

According to experts, there is a great competition in the business sector of Thailand and Japan when investing in Vietnam because Vietnam market has now fully matured and become more attractive. On the other hand, the market of Thailand and Japan has begun to saturate.

Especially, there is a wave of M&A of Thai investors in Vietnam in order to expand the market for the “Made in Thailand” products. While Thailand's population is about 50 million, the size of Vietnam's population is almost double - over 90 million people.

With many innovations in policy such as the Investment Law and the Enterprise Law, the process of international integration will create opportunities and new playing field for the M&A transactions to boom.

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Market entery into Vietnam market through merger and acquisition

  Over the past 10 years, Vietnam has always been one of the leading M&A destinations in Southeast Asia. Many international investors have chosen Vietnam as their place of business destination to set up company and apply for investment registration certificate under direct investment or acquiring shares or capital contributions through M&A.

M&A activities enable international businesses to take advantage of the existing business platforms of Vietnamese businesses to continue making investments. This helps international investors to timely grasp the changing trend of technology, legal policies, and facilities to do business, instead of rebuilding from scratch, it will take more time and effort.

Recently, the M&A market in Vietnam has been active and attractive to many investors around the world, especially in the retail and financial sectors. Many international investors have undertaken significant M&A deals in Vietnam over the years and achieved significant profits in their business.

There are many reasons for investors to choose Vietnam as a place to do business, but some of the main factors that make Vietnam attractive are political stability and its economic growth, despite the effects of the Covid-19 epidemic. In addition, with a population of 100 million people, this is considered a large consumption market, along with an abundant and high-quality labour source.

Currently, with the trend of moving production out of China, many investors have chosen Vietnam as the location of setting up company for manufacturing facilities. Rebuilding factories from scratch also makes investors time consuming and costly, therefore taking advantage of Vietnamese factories will help investors not to interrupt their production, and operate the business in a best way.

However, to be able to perform M&A activities in Vietnam, foreign businesses need to understand the Vietnamese market and partners before performing M&A. This will help investors understand the partners' strengths and weaknesses, and outline a suitable business path after implementing M&A. In addition, to avoid unnecessary risks relating to the transaction and to the business itself, investors need to find a reputable and experienced professional consulting company that could help with market research, background check, management criminal record check, business certificate verification, corporate and individual reputation to build up confidence in doing M&A deal in Vietnam.