Corporate M&A 2021

Last Updated April 20, 2021

Vietnam

Law and Practice

Authors



LNT & Partners (LNT) is a major full-service independent Vietnam law firm. With a team of over 70 highly qualified professionals, LNT’s clients include Fortune Global 500 companies as well as renowned Vietnamese listed companies. The firm provides advisory and transactional work in the areas of corporate and M&A, competition, pharmaceutical, real estate, infrastructure and finance as well as complex and high-profile litigation and arbitration matters. With sound understanding of corporate and M&A in Vietnam, the firm’s corporate advisory team provides expert corporate advice and support to both listed and private companies.

In accordance with the global situation, the M&A market in Vietnam has been affected by COVID-19. In 2020, Vietnam’s total M&A transaction value fell by over 50% and by 2019 it was calculated at approximately USD3.5 billion only.

Strict COVID-19 measures imposed by the government such as quarantine, social distancing and stay-at-home orders, have brought difficulties in deal assessment, decision-making, contract negotiation, and performance of M&A parties. According to a study of Vietnam’s Institute for Corporate Investment and M&A (CMAC Institute) on Vietnam’s M&A market 2019-2021, the main negative factors which led to pending or broken transactions in 2020 included:

  • failure to duly conduct due diligence
  • the buyer’s adjustment to investment strategy due to COVID-19; and
  • the buyer’s financial difficulty.

Regardless of the above, Vietnam is considered the country wherein M&A activity has been the least affected of the South East Asia region. The market still witnessed remarkable acquisitions and restructuring deals in various sectors, as described in this article.

With regard to the method of acquisitions, top trends were as follows.

  • Private placement – although private placement deals were fewer than takeover deals, they contributed more value to the total M&A transaction value. Private placement occurred predominantly in the banking sector, with the completion of KEB Hana Bank acquiring 15% of BIDV at USD878.61 million and Aozora acquiring 15% of OCB at USD139 million. It was also common in the pharmaceutical sector, with the investment of SK Investment in Imexpharm, VinaCapital in Thu Cuc Hospital, and Aska Pharmaceutical in Ha Tay Pharmaceutical.
  • Takeover – this method was commonly applied by various investors across numerous sectors. The value of some significant deals varies from USD35 million to USD920 million each, taking over 20% to, frequently, 100% of the targets’ ownership.
  • State-owned enterprise (SOE) equitisation – this fell sharply in 2020, where only six SOE were approved by the Ministry of Finance to go private, i.e. acquired shares by private investors, in the first seven months of 2020, out of 91 SOE that was planned for equitisation in 2020.

In terms of the location of acquisitions and nationality of the investors, the top trends were as follows.

  • Domestic M&A – this was on a steady rise, where Vietnam based companies acquiring other Vietnam based companies accounted for one-third of the total M&A transaction value. Typical Vietnamese participants in 2020 M&A included Masan Group, Vingroup, Vinamilk and Gelex, etc.
  • Inward M&A – Vietnam-based companies remain attractive to many foreign investors, mostly from Japan, Korea, Thailand and Singapore. Inward M&A accounted for over 65% of the total M&A value in 2020. Within the first nine months of 2020, there were 19 M&A deals between Japanese investors and Vietnam companies disclosed, most notably Mitsubishi Corporation and Nomura Real Estate jointly acquiring 80% of a project of Vingroup.
  • Outbound M&A – this activity was unexpectedly lively, with 86 projects of Vietnam based companies approved for outbound investment by a total value of USD218.4 million within the first eight months of 2020. There were 24 target countries, remarkably Germany receiving USD93 million worth investment from Vietnamese investors, followed by Laos, Myanmar and USA.

Industries which experienced significant M&A activity in 2020 were those of real estate, banking and finance, pharmaceutical, and retail.

On the contrary, hospitality, F&B and education were unsurprisingly some of the industries most affected by COVID-19, with very few successful deals recognised.

The primary legal means for acquiring a company in Vietnam are share purchase, and business or asset purchase.

Share Purchase

Share acquisition is the most popular means and can be induced by way of private placement (purchasing newly issued shares from a company), purchase from existing shareholders, purchase on stock exchange, or share swap.

With a share purchase, the buyer can take control of the target’s management, subject to its shareholding, and enjoy all licenses already obtained under the name of the target for its business. However, the buyer must take all responsibilities within the shares it owns, should there any issue affect the company before or after the acquisition.

Business or Asset Purchase

Business or asset deals allow the buyer to cherry-pick the assets they deem necessary and in good condition (legally and commercially). However, the buyer cannot gain control over the target’s management and must be aware of possible complicated tax and procedures for the transfer of assets.

The primary regulators for M&A activity in Vietnam are:

  • the Ministry of Planning and Investment (MPI), which mainly supervises investment-related activities at national level, proposes laws to the government on enterprises and investment , and issues detailed circulars offering guidance on M&A activity;
  • the Department of Planning and Investment (DPI), which is directly in charge of processing M&A-related legal procedures at provincial level, such as granting an M&A approval for foreign investors;
  • the State Securities Commission (SSC), which mainly supervises public and listed companies in Vietnam along with their M&A activity;
  • the National Competition Committee (NCC), a regulatory body under the Ministry of Industry and Trade, which supervises antitrust-related issues in business combination; and
  • other specialised competent authorities, such as the State Bank of Vietnam for M&A in the banking sector, the Ministry of Health for the pharmaceutical sector and the Ministry of Finance for the insurance sector.

There are many forms of restrictions on foreign investment in Vietnam. These vary from a foreign ownership limit (FOL), restrictions on the form of investment and the investor’s access to specific licenses in certain regulated sectors. However, not all investors or sectors are pertain to these restrictions.

See 4.3 Hurdles to Stakebuilding for more details on FOL of public companies.

Antitrust in business combination, ie, economic concentration, is primarily regulated in the Law on Competition 2018 and its guiding Decree No 35/2020/ND-CP.

An economic concentration is defined as a merger, consolidation, acquisition, joint venture or other as stipulated under law.

Companies in an economic concentration must, in advance, file a notification of economic concentration to the NCC if the following situations applies:

  • total assets in the Vietnamese market of the enterprise or the group of affiliated companies in which the enterprise is an affiliate reach VND3,000 billion (USD130 million) or above in the preceding fiscal year;
  • total sales or purchase volume in the Vietnamese market of the enterprise or the group of affiliated companies in which the enterprise is an affiliate reach VND3,000 billion (USD130 million) or above in the preceding fiscal year;
  • transaction value is VND1,000 billion (USD43 million) or above; and/or
  • combined market share of enterprises participating in the economic concentration is 20% or above the relevant market in the preceding fiscal year.

The above thresholds are different for credit institutions, insurance companies and securities companies. In case an economic concentration is conducted outside of Vietnam, only the third threshold (ie, transaction value) can be disregarded.

Economic concentration is prohibited if it causes or is likely to cause substantial anticompetitive effects on the Vietnamese market. While the law and its guiding decree has established criteria of substantial anticompetitive effects, this criteria can be difficult for companies to assess themselves and is highly subjective to the NCC.

In case of a business combination, one circumstance of several which affect the employment of many employees — the employer must prepare a labour usage plan in accordance with the Labour Code 2019. This requires a discussion with the labour union. It is the responsibility of the current employer and the succeeding employer to implement the approved labour usage plan.

Employees that have worked on a regular basis for the employer for at least 12 months are, if made redundant, entitled to a redundancy allowance of at least two-month's salary. Each working year will be entitled to a month salary.

For foreign investors, one of the conditions of share acquisition in Vietnam-based companies is that of ensured national security and defence in accordance with the Law on Investment 2020.

Specifically, foreign investors who intend to acquire shares of target companies located on islands or coastal or frontier areas of Vietnam must obtain an M&A approval from the DPI for reasons of national security and defence. The DPI will then obtain opinion from the MPI, possibly the Ministry of Police and the Ministry of Defence to decide whether the investor is approved for said share acquisition.

In the past three years, four primary laws governing M&A transactions were promulgated to replace the former versions.

These include the Law on Competition 2018, Law on Securities 2019, Law on Enterprise 2020 and Law on Investment 2020. These last three laws have been in effect since 1 January 2021. Some of the most significant changes to each law are as follows.

Law on Investment 2020

Business lines or sectors that are limited to foreign investors’ market access are classified into two lists: (i) those not yet accessible to foreign investors; and (ii) those accessible on conditions. Accordingly, if a business line is opted out of the lists, foreign investors are, in principle, allowed to apply market access conditions similar to those applied by local investors.

Notably, if a foreign shareholder owns more than 50% in a company, any investments of that company are subject to foreign investment restrictions. Previously, the foreign ownership threshold was 51% or above, which is more in favour of foreign investors. This tightening affects M&A by way of holding company.

Law on Enterprises 2020

A shareholder or a group of shareholders only needs to hold from 5% of the total ordinary shares at any current time, or a lower ratio if specified in the company’s constitutional document, to call for an extraordinary general meeting of shareholders (GMS) or to nominate candidates for the board of management (BOM).

In addition, preference shareholders can now vote on matters which could adversely affect their rights and obligations. A GMS resolution on such matters is only passed if approved by shareholders attending the GMS meeting and representing at least 75% of the company’s total preference shares of the same type.

Law on Securities 2019

Only strategic investors and professional stock investors are allowed to acquire shares of a public company via private placement.

Furthermore, a buyer contemplating the acquisition of voting shares of a public company must conduct a tender offer, if such acquisition leads the buyer to directly — or ‘indirectly’, as newly added by the law — own 25% or above of the total voting shares of the public company.

Law on Competition 2018

The criteria and requirements for compulsory merger filing are stricter. See 2.4Antitrust Regulations for more details.

Previously, a merger filing was not required if the combined market share of enterprises participating in the economic concentration was lower than 30%.

There is no separate takeover law under the Vietnamese laws. Instead, M&A activity is governed by various laws, primarily those presented in 3.1Significant Court Decisions or Legal Developments.

Building a stake in the target before launching an offer can happen, though it is not very common due to some limitations provided under the law. See 4.3Hurdles to Stakebuilding for more details.

Public Companies

Within five working days from the date of the following events, the following person must disclose their shareholdings to the public company, the SSC and the stock exchange where the company’s shares are listed:

  • any person or group of affiliated persons becoming or being no longer the company’s major shareholder (ie, holding at least 5% of the company’s total voting shares); and
  • major shareholders whose shareholding is changed by more than 1% of the company’s total voting shares.

However, the disclosure obligation does not apply to the change of shareholding due to the company's redemption of its own shares or issue of additional shares.

Private Companies

There is no requirement on material shareholding disclosure obligations. Nevertheless, a joint stock company must notify the DPI of any change in its foreign shareholding, regardless of the shareholding being major or not.

A company cannot introduce different thresholds for disclosure or filing obligations.

FOL may be a major hurdle for stakebuilding in Vietnam-based public companies, specifically in the following forms:

  • FOL provided under the WTO Commitments or Vietnamese laws (eg, banking, insurance, logistics);
  • FOL specified in the list of business lines accessible to foreign investors on conditions (as introduced in 3.1 Significant Court Decisions or Legal Developments). In case a business line in the list is not restricted by an FOL, the FOL is automatically 50%; or
  • FOL set out by the company itself, which must be approved by the GMS and stipulated in the company’s constitutional document.

Moreover, stakebuilding at a certain level will trigger the material shareholding disclosure and mandatory offer. See 4.1Material Shareholding Disclosure Threshold and 6.2 Mandatory Offer Threshold for more details.

Dealings in derivatives are permitted in Vietnam and are mainly regulated under the Law on Securities 2019 and guiding Decree No 158/2020/ND-CP.

Foreign investors are allowed to invest in derivatives without limitation, unless otherwise stipulated by other relevant regulations.

Derivatives may be traded on either regulated stock exchanges or the over the counter (OTC) market, ie, where derivatives are traded directly, as agreed, between parties.

For transactions made on regulated stock exchanges:

  • the securities company and investment management fund must conduct an extraordinary disclosure within 24 hours of the SSC’s approval for providing services on derivatives market;
  • the stock exchange must disclose the open quantity of each type of derivatives at the end of each trading day; and
  • the stock exchange must disclose information on listing/delisting derivatives or the changing of derivative contract forms within a stipulated timeline.

For OTC transactions:

  • traders must notify the Vietnam Securities Depository (VSD) in writing after performing the transactions; and
  • the VSD must disclose the final settlement prices of derivatives.

Vietnam’s Law on Competition does not govern filing/reporting obligations for derivatives.

In the tender offer registration dossiers – to be submitted to the target and the SSC – shareholders must disclose the purposes of the tender offer and their plan for business and activities of the target after the tender offer.

For M&A deals involving public companies, the target’s disclosure obligations may be triggered if falling into one of the following circumstances, which also leads to the disclosure of the deal:

  • upon the receipt of a bidder’s tender offer, at the stage during which the deal is first approached;
  • the passing of an extraordinary GMS resolution approving the deal, when negotiations have commenced and possibly a non-binding letter is signed;
  • any change in the target’s total number of voting shares (eg, the company’s issuance of new voting shares), which could be before the deal is approached or after definitive agreements are signed;
  • the target is aware of any event or information which affects its securities price (eg, unofficial information of a potential deal) and the target must confirm or clarify such event or information; or
  • Upon he occurrence of any other event that significantly affects the operation and corporate governance of the target.

As public companies are subject to strict disclosure obligations, they must follow the disclosure timing as stipulated under the laws. For private companies, parties to M&A transactions tend to disclose a deal after definitive agreements are signed or after closing.

Overall, the scope of due diligence on a target usually includes the following:

  • corporate information of the target and its subsidiaries, affiliates and business locations;
  • licenses, approval and permits for the target’s business activities;
  • material agreements;
  • assets, including intellectual properties, land and building;
  • employment; and
  • liabilities, including past or current litigation and penalties.

The scope of due diligence has been impacted by the pandemic, especially  in that stricter requirements have been introduced to check conditions for the termination or renewal of contracts, and solutions in case of unexpected events or hardship situations like COVID-19 have become necessary.

Standstills

Standstills are uncommon in practice for the following reasons:

  • it is not necessary to restrict the bidder’s ability to acquire additional shares of the target, since the target may have reached or nearly reached its FOL;
  • it can be unlawful to restrict the bidder’s ability to acquire additional shares of the target if the tender offer triggers the bidder’s squeeze-out mechanism. See 6.10Squeeze-Out Mechanisms for more details; and
  • it can be unlawful to restrict the bidder’s voting rights if the bidder owns ordinary shares in the target.

Exclusivity

Exclusivity provision is common in Vietnam’s M&A transactions, which may safeguard the buyer from other potential buyers. On the other hand, the seller may use this provision to speed up the negotiation phase with the buyer and the due diligence process.

Tender offer terms and conditions are usually documented in the bidder’s registration dossiers to the target and the SSC, as is the offer announcement.

The following terms and conditions must be specified in the offer announcement:

  • number of shares intended to be purchased;
  • bid prize and payment method;
  • effective term of the tender offer; and solutions in case the number of shares registered to purchase are lower than the actual shares offered.

A share acquisition by tender offer will take at least four months from the date the tender offer is submitted. A private placement by public companies will generally take around three months from the date of the SSC’s approval of a private placement.

For M&A of private companies, there is no fixed length of process for the acquisition or sale of business. It depends on many factors, eg, the scale of the deal, cooperation of the involved parties, due diligence process and other licensing procedures with the authorities. In practice, it should take at least five months to close a deal.

Governmental measures taken to address the pandemic have certainly caused huge impacts on physical meetings, particularly GMS meetings to approve an M&A transaction. Nevertheless, parties to M&A transactions have managed to organise virtual GMS meetings and are familiarising themselves with an entire online deal process, including the conduct of an online closing date.

Mandatory offer thresholds are only applicable to public companies. Unless falling into exceptional cases, a tender offer is mandatory when:

  • the acquisition results in the investor and their related persons directly or indirectly owning 25% or more of the target’s voting shares;
  • the acquisition results in the investor and their related persons, who have already owned 25% or more of the target’s voting shares, now directly or indirectly owning or exceeding 35%, 45%, 55%, 65%, 75% of the voting shares; and
  • a squeeze-out mechanism is triggered (See 6.10Squeeze-Out Mechanisms). In this case, the investor and their related persons must reopen the tender offer with the same terms and conditions within 30 days of the previous one.

There are seven exceptions where an investor is not required to conduct a tender offer. These include:

  • purchasing newly issued shares leading to the ownership of the above threshold in accordance with the GMS’ approved issuance plan; and
  • when having been specifically approved by the GMS, ie, the GMS resolution must specify the name of the investor, for acquiring voting shares which leads to ownership of the above threshold.

Cash and shares are lawful consideration under Vietnamese laws, though cash is more commonly used.

In order to bridge value gaps in a COVID-19 environment or in an industry with high valuation uncertainty, parties to the transaction tend to apply the following tools: contingent consideration (such as earn-outs), equity retention, the seller's financing a part of the purchase price by becoming the buyer’s lender, representation and warranty insurance, and price adjustment, among others.

However, these tools are usually associated with accounting, tax and even legal issues, which should be consulted with relevant advisors in advance.

Offer conditions are subject to the transaction parties’ discretion, provided they do not breach the laws and public morals. Regulators do not restrict the use of offer conditions.

In practice, transaction parties usually provide the following offer conditions:

  • GMS approval for the proposed deal;
  • M&A approval from relevant authorities, if so required;
  • all licenses, approvals or permits required for the target’s business activities are obtained;
  • the shareholders’ agreement with the remaining shareholders of the target is executed or amended to reflect the buyer’s rights and new corporate governance;
  • merger filing has been completed, if so required;
  • the target’s key persons, material agreements and intellectual property rights are retained; and
  • no material adverse change (MAC) has occurred to the target’s business.

Minimum Acceptance Conditions

A bidder may set out a minimum acceptance condition in the registration dossiers and offer announcement. In case the condition is not met, ie, the number of shares issued by the target does not reach the minimum acceptance condition set out by the bidder, the bidder can withdraw its tender offer.

Unless limited by the FOL, the minimum acceptance conditions of a bidder are usually at a material shareholding threshold, to ensure the bidder and its related persons in the target:

  • gain control of the voting thresholds for passing all GMS’ decisions; or
  • at least have the veto rights in important decisions of the GMS.

Relevant Control Thresholds

Unless the target’s constitutional document stipulates a higher threshold, at least 65% of the target’s voting shares represented by shareholders attending the GMS meeting is required to pass a GMS resolution on the following matters:

  • classes of shares and the total number of shares of each class;
  • change of the target’s business lines and business sectors;
  • change of the target’s organisational and managerial structure;
  • investment project or sale of assets valued at 35% or more of the target’s total value of assets recorded in the latest financial statement;
  • re-organisation of the target; and
  • other matters as stipulated in the target’s constitutional document.

At least 50% of the target’s voting shares represented by shareholders attending the GMS meeting is required to pass a GMS resolution on matters other than the above.

At least 75% of the target’s preference shares represented by shareholders holding the same preference shares attending the GMS meeting is required to pass a GMS resolution on matters resulting in any MAC to the preference shareholder’s rights and obligations.

A private business combination may depend on the bidder obtaining financing if required by the seller/ target, but not required under the law.

On the other hand, a public business combination can be conditional on the bidder obtaining financing in the following cases:

  • when applying for a tender offer with cash consideration, the bidder must submit a credit institution’s payment guarantee or confirmation on the bidder’ escrow account to ensure the bidder has sufficient cash for any payment relating to the tender offer; or
  • the bidder is a public company which issues shares (to swap with shares of an unknown number of the target's shareholders) must have a fully paid-up charter capital of VND30 billion or more based on the book value at the time of tender offer registration.

A bidder can seek the following types of deal security measures:

  • exclusivity provisions;
  • non-solicitation provisions;
  • break-up fees; and
  • banks’ guarantees.

With the outspread of COVID-19, MAC clause — though not new — became a more critical contractual consideration for M&A parties. See 10.3“Broken-Deal” Disputes for more details.

Despite the government’s social distancing and stay-at-home orders, the length of interim periods have not been excessively impacted as parties are getting used to conducting the entire deal process remotely via the internet.

If a bidder does not seek 100% ownership of a target (ie, does not fully gain control of the GMS decision-making), the bidder may enter into a shareholder’s agreement with the target’s existing shareholders for the following additional governance rights:

  • veto rights on some reserved matters;
  • nominate candidates for the BOM;
  • right to designate one of the target’s legal representatives, who may legally take actions on the target’s behalf (under the bidder’s instruction) in all transactions and relationships of the target;
  • compulsory reporting by the BOM or general director prior to execution of certain material agreements; and
  • information access rights via periodical reports or persons designated by the bidder, such as the chief accountant or general director.

Voting by proxy is allowed under the law. A shareholder is allowed to authorise one or more individuals or organisations to present and vote at GMS meetings on its behalf. Such authorisation must be in writing.

A bidder and their related persons, who have just gained 80% or more (but not all) of the target’s voting shares from a tender offer, is required under the law to reopen the tender offer to acquire the remaining voting shares from existing shareholders within 30 days of the previous tender offer, with the same terms and conditions as the initial one.

However, the laws stay silent on further actions in case the minority shareholders continue to reject the tender offer.

Irrevocable commitments to tender or vote by principal shareholders of the target can be performed under the nature of a civil transaction. Since these are not required to be disclosed, there is no survey or study to show if irrevocable commitments are commonly used by the parties.

If applied, irrevocable commitments should be made prior to the bidder’s formal tender offer.

A bid is made public as per the bidder’s intention, ie, voluntarily, or when the bidder falls into the categories of mandatory tender offer.

A bidder is required to conduct a tender offer if it meets the mandatory offer threshold, as provided in 6.2Mandatory Offer Threshold, unless an exemption stipulated under the Securities Law 2019 applies.

A bid is first made public at registration stage, where a bidder must submit an application dossier to the target and the SSC, who must then publish their receipt of the dossiers on their websites.

Upon the SSC’s publication of their receipt of the bidder’s duly submitted dossiers, or an approval for the bidder to issue additional shares for swap with the target’s shares, the bidder must disclose its approved prospectus on the websites of the bidder, the tender offer agent and the SSC.

For the issuance of shares in a business combination, the following types of disclosure are mandatory for public and listed companies.

  • Before the issuance of shares:
    1. the target’s disclosure of a decision on issuance of new shares;
    2. the buyer’s disclosure of a decision on issuance of new shares to swap with shares of the target;
    3. the buyer’s disclosure of a decision on share acquisition worth 15% or more of the buyer’s total asset value, or which leads to the target becoming the buyer’s subsidiary or affiliate;
    4. the target and the SSC’s disclosure of the receipt of the buyer’s tender offer; and
    5. the buyer’s disclosure of the approved prospectus on the websites of the buyer, the tender offer agent and the SSC.
  • After the issuance of shares:
    1. the target’s disclosure of a change of voting shares, upon the company’s report to the SSC about the results of new share issuance;
    2. the buyer’s disclosure of a change of voting shares, upon the buyer’s report to the SSC about the results of new share issuance to swap with shares of the target;
    3. the buyer’s disclosure of tender offer results on the websites of the buyer, the tender offer agent and the SSC;
    4. the buyer’s disclosure of becoming a major shareholder of the target; and
    5. the target’s disclosure of becoming a major shareholder of the buyer after a share swap.

In the case that bidders offer cash consideration, they are not required to produce financial statements in their disclosure documents.

If bidders intend to offer share swap with shares of unknown shareholders of the target, bidders are required to submit:

  • annual financial statements of the bidder in the latest two years, which must be audited by an approved auditor or, if the latest one has not been audited in time, must be accompanied by two other annual audited financial statements of the two preceding years; and
  • the latest annual financial statement of the target audited by an approved auditor.

Financial statements must be prepared under the form of Vietnamese Accounting Standards (VAS).

No transaction documents are required to be disclosed in full. However, bidders must disclose main terms of the offer in the prospectus or registration form, including bid price, bid size, sources of funding and the purposes of the offer.

In general, BOM members and managers bear the following principal duties:

  • duty to perform the delegated rights and obligations in accordance with the law, the company’s constitutional document and the GMS’ resolutions;
  • duty to exercise reasonable care, skill and diligence to ensure maximisation of the company’s legitimate interests;
  • duty of loyalty to the interests of the company and shareholders as a whole; and
  • duty of honesty to avoid conflicts of interests.

In a business combination, the above duties shall also be applied to BOM members and managers when preparing a proposal for the transaction to the GMS for approval or when implementing the transaction afterwards.

It is not common for the BOM to establish special or ad hoc committees in business combinations. The BOM itself, or the established committees under the BOM – such as the strategy and investment committee – will directly handle relevant works in business combinations.

Business judgement rule has not been established under Vietnamese jurisdiction. If the BOM members or managers are sued for breaching fiduciary duties, Vietnamese courts will judge them on a case-by-case basis.

The BOM usually seek independent legal, financial, tax and commercial advisors for professional advices in relation to the business combination.

Conflicts of interest in transactions between a company and its BOM members, other managers, shareholders or their related persons are the subject of scrutiny in Vietnamese jurisdiction.

A company must make and archive a list of related persons and their related interests. BOM members and other managers must disclose, among others, information on enterprises that they or their related persons own or have controlling rights. They must also update this information periodically.

Related-party transactions with a company must be approved by either the BOM or the GMS, depending on the contract or transaction value:

  • unless the company’s constitutional document provides a smaller value, transactions valued at less than 35% of the company’s total asset value stated in the latest financial statement shall be approved by the BOM;
  • related-party transactions other than the above, and transactions between the company and its shareholder holding from 51% of voting shares or their related person for sale of assets valued of more than 10% of the company’s total asset value, shall be approved by the GMS.

The related BOM members, managers or shareholders are not allowed to vote for the BOM or GMS approval on such transaction.

For public companies, related-party transactions with subsidiaries of a public company or other companies in which a public company holds over 50% of the charter capital must also bear the same scrutiny as previously mentioned.

Transactions which are not passed and executed in accordance with the above rules will be declared null and void by the courts. Parties to such transactions must jointly be liable for the incurred damages and must return to the company all benefits occurred from implementing such transactions.

Neither hostile takeover nor hostile tender offer is defined or regulated under Vietnamese laws. While the law does not differ between hostile and friendly takeover, in practice, most M&A transactions in Vietnam are friendly and negotiated.

Any investor contemplating the acquisition of controlling shares of a public company, whether hostile or negotiated, must conduct a tender offer as stipulated under the securities legislation, unless this falls into one of the exception cases. See 6.2Mandatory Offer Threshold for more details.

Defensive measures are not defined under Vietnamese laws. However, there are several measures and mechanisms available, or at least not prohibited, under Vietnamese laws which the BOM may adopt to prevent the company from an unwanted takeover. See 9.3Common Defensive Measures for more details.

Generally, the aim of defensive measures is to make the target becomes less attractive or more deterrent, in an attempt to prevent a takeover from the hostile acquiring company. Some of these common defensive measures include:

  • share repurchase (Treasury shares) – the target will buy back a number of its shares to limit the number of outstanding shares, which leads to an increased share price and may discourage the hostile acquirer;
  • white knight – the target will seek for a "friendly" investor to acquire a majority of shares or the entire of the target at fair consideration when it is on the verge of being taken over by an "unfriendly" acquirer;
  • white squire – similar to the white knight defence, except that the ‘friendly’ investor will only buy a part of shares just enough to prevent a hostile takeover;
  • poison pill – the target will grant its shareholders the right to purchase shares of the target (flip-in) or the hostile acquiring company (flip-over) at a highly discounted price, thereby diluting either the target’s shares or the hostile acquiring company’s shares itself;
  • standstill agreement – the target and the hostile acquirer will sign an agreement which set out/limit how the acquirer can purchase and dispose of shares in the target, therefore, can break the attempted takeover if both parties fail to negotiate; and
  • Pac-Man – after the hostile takeover, as a counter-strategy, the target will attempt to purchase majority shares in the hostile acquiring company. However, on the downside, this defence is not cost-effective and may increase debts for the target.

As a result of the COVID-19 pandemic, share repurchase has been widely applied by listed companies in Vietnam recently. It is deemed as an effective method to stabilise share prices during Vietnam’s biggest downturn in the stock market and prevent the prices from sliding any further. Accordingly, it will help a target stay safe from other potential hostile acquirers, who take advantages of the target’s plummeted share prices, to manipulate the target.

BOM members and other managers are always subject to fiduciary duties while performing their roles, including enacting defensive measures if they deem it necessary. See 8.1 Principal Directors' Duties for more details.

“Just say no” is not an applicable strategy for the BOM in Vietnam. Since BOM members are subject to a duty of care, they must always make decisions with reasonable care, skill and diligence to maximise the company’s legitimate interests. This prevents the BOM from simply refusing to negotiate and rejecting an offer straightaway.

For tender offer of public companies, it is nearly impossible for the BOM of the target to “just say no”. The BOM must state clearly in writing their assessment or recommendation of the offer and disclose this statement to shareholders and investors on the company’s website, as well as report to the SSC. In case any BOM member has a different opinion to that of the BOM as a whole, the BOM must also enclose this opinion with the BOM’s statement.

Litigation is common in connection with M&A deals in Vietnam. As per Vietnam International Arbitration Centre (VIAC)’s survey, while there were around 100 M&A disputes resolved by VIAC or Vietnamese courts in 2013, the number increased to 160 disputes in 2018, plus approximately 12 cases handled by foreign arbitration.

M&A disputes are usually relating to violation of the executed transactional documents, such as payment and guarantee obligations, shareholding and compensation. Due to COVID-19, M&A disputes arise more in relation to non-performance of call options or put options, and internal management post-M&A, among others.

M&A disputes are commonly brought after definitive agreements are signed or post-closing.

Material Adverse Change (MAC) clause

The MAC clause in M&A transaction agreements should be treated with greater care. In particular, a MAC clause should clearly express exceptions for pandemics, such as COVID-19, which will prevent the transaction from being broken by the occurrence of said pandemic.

Otherwise, parties may dispute whether more general circumstances provided in the MAC clause, such as natural disasters or socio-economic changes, are adequate for the buyer to unilaterally terminate the agreement and break the deal.

Exceptions to a MAC clause should also be applied to the seller’s undertaking that the target will keep its business operated in an ordinary course until closing. From broken-deal cases during the COVID-19 pandemic, compliance with the aforementioned undertaking by the seller has been recognised as a heavily disputed matter.

Deal Structure

As a matter of practice, parties to the transactions tend to be confident with their proposed structure and eager to implement the deal. This leads to the legal feasibility of the deal structure being disregarded until due diligence is completed. At this stage, the parties must agree on other alternatives to the deal structure, which may not be as they desired, or break the deal and incur breakup fees.

The lesson is, legal feasibility of a deal structure, especially those involving multiple layers, holding and operating companies or complicated FOL, should be duly confirmed by a legal advisor in advance of a due diligence process. This will prevent the parties from wasting time and unnecessary costs.

Shareholder activism remains an unfamiliar concept in Vietnam. It is not defined under any law and is not the main focus of shareholders in Vietnam. Shareholders would act for improvement of corporate governance or to ensure dividend distribution, rather than environmental, social, and governance (ESG) concerns.

Not many shareholder activists seek to encourage companies to enter into M&A transactions, spin-offs or major divestment. It is more popular for shareholders to turn an M&A transaction down if it is deemed as unable to add value to the company’s current business or affects the shareholders’ interests.

For example, the proposed merger between Coteccons and Ricons, both of which are well-known construction companies in Vietnam, was broken due to the objection of Kustocem – a Singaporean investor and other shareholders of its side – who together held at least 35% of Coteccons’ ownership, at Coteccons’ 2018 and 2019 annual GMS meetings (AGM).

On the face of it, Kustocem stated that the deal would bring no value to Coteccons’ then declining stock price and unstable operation. However, many believed that Kustocem was in fear of their shares being diluted and their personnel in Coteccons’ management body being replaced after the merger.

Shareholder activists may also aim at bringing a change to corporate governance of a company.

For example, Kustocem’s strong-willed actions against the Coteccons/Ricons merger and continued demands of a governance change have pressured many Coteccons’ directors and managers to resign. As a result, most of these positions were later replaced by Kustocem’s personnel, including the chairperson of the BOM and the general director cum company’s legal representative.

In another example, Sumitomo Mitsui Banking Corporation (SMBC), a strategic investor holding 15% of Eximbank, requested in writing the bank’s reform in corporate governance prior to the bank’s proposed extraordinary GMS meetings of 2019, AGM 2020 and AGM 2021. This includes decreasing the current nine BOM members to a maximum of seven, only by a vote of no confidence for each member, and dismissal of the vice chairperson of the BOM. However, the result remains unclear as these meetings have yet to be convened due to many internal reasons.

During COVID-19, the aforementioned activism should be further emphasised as shareholders may become more cautious about new transactions, expect reliable managers to keep the company safe, if not develop it.

Shareholders do not usually interfere with the completion of announced transactions. If they disagreed with the transaction at approval stage, a shareholder could have voted against the deal or, if the deal is approved by other majority shareholders, asked the company to redeem all of his/her shares and cease being a shareholder of such company.

LNT & Partners

Level 21 Bitexco Financial Tower
02 Hai Trieu Street, District 1
Ho Chi Minh City
Vietnam

+84 28 3821 2357

+84 28 3910 3733

hong.bui@LNTpartners.com www.lntpartners.com
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Trends and Developments


Authors



YKVN LLC is widely recognised as the leading Vietnam-based law firm. Established in 1999, YKVN has since grown to become an independent law firm with over 90 legal professionals through a unique platform combining three offices in Hanoi, Ho Chi Minh City, and Singapore. M&A is one of the key practice areas that helps to define YKVN’s market-leading position. It has built a practice that covers a broad range of matters, including privatisation, public M&A, private M&A and PE transactions and is widely recognised as a tier-one law firm in these areas. It has worked on most, if not all, key privatisation deals (Vietcombank, Vietinbank, Vietnam Airlines and Petrolimex) and landmark public and private M&A deals (including SK’s USD1 billion investment in Vingroup, GIC’s USD1.3 billion investment in Vinhome, the merger between Masan’s consumer business and Vingroup’s retail business, and Shinhan Bank’s acquisition of the retail business of ANZ Vietnam).

Introduction

Vietnam has, over the last decade, shown tremendous growth in a few key indicators. GDP grew by an annual average of 6.22% from 2009-2019, whilst GDP per capita rose by an annual average of 5.15% during the same period. Socially, the country has made great strides and in 2019 achieved a human development index of 0.704 (placing 117 out of 189 countries). The standard of living and quality of life of Vietnamese people have risen dramatically during this period and, apart from doing obvious social good, have together with rising income levels also fostered a growing consumer base. Therefore, the overall social and economic picture shows a positive trend. This is well-known, and Vietnam has been touted as an example for other developing countries to follow.

Whilst the above paints an overall picture of broad prevailing trends, this article will proceed to describe aspects specific to M&A and will make particular reference to the year 2020 and the impact of the COVID-19 pandemic. Unfortunately, unlike in other markets, statistical data is not as easily available and certain observations in this article are based on the firm's experience and conversations with clients, other advisors (including lawyers) and local knowledge.

2020: Lessons for 2021 and Beyond

The COVID-19 pandemic, beginning in 2019 and leading into all of 2020, is an infamous outlier event that all are well aware of along with the severe socio-economic disruption it caused. Vietnam has not been spared and experienced a sharp decline in M&A activity during 2020, though showed some recovery towards the end of the year. This recovery was in large part due to the country’s much lauded management of the pandemic. These efforts went beyond ensuring extremely low virus infection rates and included broader interventions. Among these, the State provided a stimulus package – aimed at enterprises – which included tax relief in the form of tax breaks, delayed tax payments and a reduction in land lease fees. Relief was also extended in the form of household support and monetary policy aimed at maintaining liquidity in the banking sector. The Vietnamese economy, with the momentum of a decade of high growth rates, remained fairly resilient and mustered GDP growth of 2.91% year on year (whilst global GDP declined).

Although the pandemic did place a strain on the marketplace, certain noticeable trends can be observed – many of which can be expected to carry through to 2021. One of these is that foreign direct investment (FDI) has played, and continues to play, a massive role in Vietnam. Total foreign direct investment during 2020 was USD28.5 billion out of a total USD93 billion of investment. Importantly, of the FDI received, USD6.4 billion was in existing projects, highlighting existing foreign investors’ continued confidence in Vietnam. It is anticipated that FDI should recover in 2021, move towards the USD38.2 billion record high achieved during 2019 and possibly exceed this.

The year 2020 reached a record trade surplus of USD19.1 billion. This is expected to decrease with greater imports, including in respect of newly registered FDI projects.

Notwithstanding the depressed environment, 2020 did not see distressed sales as were the case elsewhere, largely owing to the fact that the economy did not contract but grew (albeit at a low rate). Carve-out transactions were, however, more common than previously. As a whole, although Vietnam did exhibit features of a buyer-friendly market, this was not extreme and the market was not as friendly to buyers as may have been the case elsewhere. Given the high growth rates experienced in Vietnam over recent history, and the forecasted growth for 2021, it is not anticipated that distressed sales will feature prominently in the near future.

Amongst the lessons of 2020 , private equity continued to play an increasing role in Vietnam. This was best illustrated by way of the investment by a KKR-led consortium, for an amount of USD650 million, into Vinhomes, the flagship real estate subsidiary of Vingroup (the largest Vietnamese conglomerate listed on the Ho Chi Minh City Stock Exchange). The consortium led by the US private equity giant acquired an approximate 6% (minority) stake. The deal, in which YKVN acted as local counsel for Vingroup, displayed a few characteristics that are anticipated to continue as trends into 2021 and beyond, namely:

  • foreign investors being happy to make large investments into minority positions in large Vietnamese companies;
  • foreign investors having a positive view of management of large Vietnamese companies; and
  • increased private equity investment values.

The latter trend has, of course, been the case for some time. Early indications are that this pattern will continue, shown by the fact that during January and February 2021 most foreign investment arrived from Japan, Singapore and China. South East Asian nations (and not only Singapore) continue to be an important source of investment (in addition to greater Asia). Thailand, as a source of FDI, registered twice as many investment projects in Vietnam in 2020 as compared to 2019. Indeed, YKVN has recently been involved in a notable transaction where the local subsidiary of a Thai cement producer, Siam Cement Public Company Limited, acquired a 70% stake of Duy Tan Plastics Manufacturing Corporation.

A growing trend is for large Vietnamese companies to enter into transactions with one another. M&A activity from pure domestic activity is growing. In earlier years, significant local transactions had often been associated with State-owned enterprises and equitisation programmes. The fact that M&A activity is now being driven by domestic players likely signals development and a growing maturity of the local market. An example of a mega-deal arising from domestic players is the 2020 acquisition by Masan Group of Vincommerce and VinEco, the retail and agricultural businesses of Vingroup. Vingroup remained in a minority position. This transaction, in which YKVN also played a significant advisor role, involved a series of complex equity swap and corporate restructuring transactions. The complex nature of this deal shows a trend of domestic deals becoming increasingly technical in nature, again an indicator of the development of the marketplace.

Transactional Terms

Generally, the COVID-19 pandemic did not impact transactional terms and deal terms did not deviate much from previous years. Foreign investors usually make use of ordinary shares, convertible loans and convertible bonds while use of preference shares is less common. Due to foreign exchange regulations, instruments are considered when making investments in VND rather than foreign currency. Convertible loans are more commonly denominated in foreign currency than convertible bonds. An investor’s choice in use of convertible loans, convertible bonds and preference shares is driven by the equity/debt classification of the instrument. As investors usually benchmark against USD, foreign exchange indemnities are becoming more common.

Material adverse change (MAC) clauses were, in 2020, more carefully negotiated to deal with risks associated with the pandemic. Sellers typically wanted to include the COVID-19 pandemic as an exception in the MAC clauses to exclude the impact of the pandemic. In a number of instances, risks were shifted from closing to signing to avoid walk-aways. Signing and closing occurred almost simultaneously or the time gap between signing and closing was relatively short with less conditions precedent. These trends continue to be the case early in 2021.

Most non-legal market participants are interested in transactional terms around price and the trend has been, at a high level, that the locked box purchase price mechanism remains used more often in the acquisition of a majority business stake while completion accounts tend to apply in respect of a minority stake. Earn-outs and other forms of deferred payments are not popular. Most transactions are on a cash basis without, for example, part payment in shares. 

It is not unusual, where a foreign party is involved, for purchase agreements to be governed by Vietnamese law and referred to the Vietnam International Arbitration Center. For a high value or complex deal, this is usually accompanied by a foreign choice of dispute forum – in particular foreign arbitration. The typical combination is Vietnamese law and the Vietnam International Arbitration Center or the Singapore International Arbitration Centre. Vietnam is a member of the New York Convention and Vietnamese courts are becoming more open to enforcement of foreign arbitral awards and judgments.

Environmental, Social and Corporate Governance

Vietnam has recently (in 2019) adopted the Vietnam Corporate Governance Code of Best Practices (the Code). The Code is itself indicative of a desire to follow best practices with key reference materials in developing the Code being the 2015 G20/OECD Principles of Corporate Governance and the 2017 ASEAN Corporate Governance Scorecard. Achieving ESG goals should be seen as part of a greater trend around governance in Vietnam. Both the State and participants in the marketplace have been making great strides in this area and this is likely a reason why foreign investors are displaying a greater willingness to participate as minorities in Vietnamese-led companies.

Shareholder activism is not as widespread in Vietnam as it is elsewhere. However, as a result of recent changes in Vietnamese law which facilitate shareholder activism, there has been a demand from shareholders for greater corporate governance and they have become increasingly active in pursuing this. There have, for example, been incidences of shareholders banding together to remove board members. We have also seen shareholders make use of the direct derivative suit against management. It is anticipated that the existing legal toolbox will see greater use as market participants become savvier, more diverse and eager to demand accountability and governance compliance.

Although environmental and social issues do not feature prominently in corporate governance and, historically, sellers usually avoid ESG related obligations, there is a growing trend in relation to this, owing partially to investor requirements and broader social consciousness regarding these matters. It is expected that the marketplace will place greater emphasis on these issues, especially as supply chain-related investments may attach importance to this. Public sentiment and increasing education around environmental issues is expected to play a pivotal role.

It should be noted that the recent iteration of the Law on Investment (with effect from 1 January 2021) restricts the extension of investments for existing projects that use outdated technology causing environmental pollution or an overuse of resources. Furthermore, disclosure laws require listed companies to report on environmental, social and corporate governance issues in their annual report. The Code also, for public companies, makes recommendations that the board of directors report key non-financial information including environmental and social matters. This can be viewed as the intention of both lawmakers and market participants to achieve sustainable growth.

From a gender equality perspective, Vietnam has a high participation of women in the business world. A legacy of the socialist system has been the equal treatment of women in the workplace and Vietnam has made great strides towards achieving this. Almost half of all small businesses in Vietnam are owned by women. Vietnam has passed laws that assist with maternity and childcare which have facilitated the process of achieving gender equality. However, as is the case in most other markets, progress still needs to be made concerning the inclusion of women at board and management level in the corporate world. It is worth noting that the Code recommends that a company’s board be composed of at least two women or that at least 30% of the board be composed of women.

Outlook (2021)

Commentators are largely of the view that Vietnam will experience significant growth in 2021. The State’s targeted growth for GDP in 2021 is 6.5%, which is actually lower than some market commentator’s expectations of the number being as high as 7.8%. While there may be some disagreement as to what growth will actually be, most observers are in unison in considering that Vietnam will experience good growth in 2021. 

The Communist Party of Vietnam recently held its 13th National Congress which essentially maintained pre-existing policies. The National Congress affirmed the country’s commitment to stability and economic growth through the adoption of stable policies with there being a smooth transition in government. Vietnam has not only created a facilitative trade and investment environment, but also provided political and economic certainty. During the 13th National Congress, the Communist Party announced its determination to achieve a GDP growth of between 6.5 to 7% from 2021 to 2025 while making Vietnam an upper-middle income country by 2030, and a developed country with high income by 2045. The country has enhanced its reputation due to its handling of the Covid-19 pandemic. Whilst the world has been experiencing socio-economic upheavals due to the pandemic, Vietnam has maintained stability. This has shown the governance capability of the State, assuring investors of the safety in placing capital in Vietnam.

Vietnam has concluded significant free trade deals in 2020, namely the EU-Vietnam Free Trade Agreement and the Regional Comprehensive Economic Partnership. Apart from these new trade deals, Vietnam holds and maintains good historical trade relations with China which is one of the countries (along with Vietnam) predicted to experience good growth rates into 2021. Vietnam is expected to benefit from China’s growth. Recent geopolitical events have resulted in supply chains moving to Vietnam (the so called “China plus one” policy). Therefore, the country is expected to benefit from this as well, being viewed as an ideal alternative to China. Vietnam, critically, continues to hold a competitive labour cost advantage combined with an increasingly skilled labour force. The net effect of all of the above is an increased attractiveness of Vietnam as an investment destination and M&A activity should mirror overall growth.

The banking and real estate sectors showed good M&A activity during 2020. Other sectors showing positive growth (not necessarily in connection with M&A activity) include industry and construction, services and agriculture, forestry and fishery. As can be expected, tourism was severely impacted.  Growth in 2021 is expected to be driven by the manufacturing and processing sectors. Additionally, there is focus on the following sectors: real estate (a traditional high growth sector), renewable energy (which is a priority for the government, especially as Vietnam needs to expand available capacity as its economy grows notwithstanding the country already having a high level of installed renewable capacity of 54, 880 MW in 2019), logistics (expected to grow by 16% by 2022), and technology (especially startups in retail and services).

The digital economy (technology sector) should be highlighted as an interesting growth point and this could expand into a USD43 billion sector by 2025. As this sector would largely be driven by consumer demand it should prove a useful gauge of how Vietnamese consumers help grow the economy. It is anticipated that domestic consumption will generally be a key driver of growth in years to come with disposable income levels having risen consistently in recent years (though with a wobble during 2020). It would not be surprising if Vietnam unearths a few more “tech unicorns” in the next few years. The country has a young population (with the majority of the population under 35 years old) who are digitally savvy and connected through this medium.

It should be mentioned that, despite the economy shedding over one million jobs in 2020 due to the pandemic, the unemployment rate of 2.48% (a decade high) is low on a country comparative basis (with many other developed and developing economies reeling off higher rates). Of importance, despite this job shedding, retail spending had rebound during the latter part of 2020 with total spend for the year at US$172 billion, reflecting an annual 7% increase (albeit lower than previously). This bodes well in so far as predications around consumer driven growth are concerned.  It is expected that the economy will, in 2021, absorb more labour and continue the trend, prior to 2020, of adding around 600,000 jobs a year to the economy (from 2010 to 2019).

Interestingly both of the major players in recent global trade disputes, the United States and China, have been Vietnam’s biggest trading partners. This is expected to remain the case. Although some commentators have referred to Vietnam having to walk a “tight rope”, this is likely over-emphasised and there is no reason why trade with, and investment by, both nations should not continue. With regard to China, it should be remembered that Vietnam is already integrated into regional supply chains and shares a long border with its larger neighbour — trade and investment with China would thus seem practically inevitable. Indeed, Chinese investment into Vietnam has actually increased since the trade dispute with the United States, likely a result of Chinese firms seeking to recalibrate. With regard to the United States, this nation has been a significant source of FDI in recent years and this investment should increase rather than abate, especially given geopolitical changes. In addition to these major partners, over 100 other nations have invested in Vietnam and FDI is expected to grow. Nations that are members to recent free trade agreements with Vietnam are expected to have greater participation in Vietnam. 

Whilst M&A activity during 2020 was depressed in contrast to prior years, investment through both public and private M&A in 2021 is expected to be strong and should align with economic growth. It is also anticipated that 2021 will fare better for IPOs. This may be driven by partial disinvestment by the State in the banking sector (placed on hold during 2020 due to the pandemic). It is also expected that there will be further investment into established large Vietnamese corporations.

In short, the future of the M&A market is optimistic.

YKVN LLC

Suite 1102
The Metropolitan
235 Dong Khoi Street
Ben Nghe Ward
District 1
Ho Chi Minh City
Vietnam

+84 28 3822 3155

+84 28 3823 6902

quang.truong@ykvn-law.com www.ykvn-law.com
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Law and Practice

Authors



LNT & Partners (LNT) is a major full-service independent Vietnam law firm. With a team of over 70 highly qualified professionals, LNT’s clients include Fortune Global 500 companies as well as renowned Vietnamese listed companies. The firm provides advisory and transactional work in the areas of corporate and M&A, competition, pharmaceutical, real estate, infrastructure and finance as well as complex and high-profile litigation and arbitration matters. With sound understanding of corporate and M&A in Vietnam, the firm’s corporate advisory team provides expert corporate advice and support to both listed and private companies.

Trends and Development

Authors



YKVN LLC is widely recognised as the leading Vietnam-based law firm. Established in 1999, YKVN has since grown to become an independent law firm with over 90 legal professionals through a unique platform combining three offices in Hanoi, Ho Chi Minh City, and Singapore. M&A is one of the key practice areas that helps to define YKVN’s market-leading position. It has built a practice that covers a broad range of matters, including privatisation, public M&A, private M&A and PE transactions and is widely recognised as a tier-one law firm in these areas. It has worked on most, if not all, key privatisation deals (Vietcombank, Vietinbank, Vietnam Airlines and Petrolimex) and landmark public and private M&A deals (including SK’s USD1 billion investment in Vingroup, GIC’s USD1.3 billion investment in Vinhome, the merger between Masan’s consumer business and Vingroup’s retail business, and Shinhan Bank’s acquisition of the retail business of ANZ Vietnam).

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