M&A in Vietnam for Thai Investors (Part 1 of 2)

Author: Ngoc Hoang

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Publisher: Nagashima Ohno & Tsunematsu

Journal / Book: NO&T Thailand Legal Update Special Newsletter (June, 2021)

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*Please note that this newsletter is for informational purposes only and does not constitute legal advice. In addition, it is based on information as of its date of publication and does not reflect information after such date. In particular, please also note that preliminary reports in this newsletter may differ from current interpretations and practice depending on the nature of the report.

M&A is an important channel to attract foreign investment in Vietnam. It is reported, that, despite the global economic recession caused by the Covid-19 pandemic, the value of M&A transactions in Vietnam in 2020 has reached USD 3.5 billion. Amongst foreign investments, deals from Thai investors are a recent rising phenomenon in Vietnam with several highlighted transactions, namely:
– Central Group acquired 100% of the ownership in Big C Vietnam from Casino Group (France)
– Siam Cement Group acquired packaging and construction materials companies in Vietnam (Prime Group, Duy Tan Plastics, Binh Minh Plasco, Kraft Vina etc.)
– TCC group acquired Metro (currently named MM Mega Market) from Metro Group (Germany)
– ThaiBev acquired 53.39% of SABECO to help them indirectly control one-third of the Vietnam beer market
– Super Energy acquired shares in four solar energy projects (Loc Ninh 1, Loc Ninh 2, Loc Ninh 3, and Loc Ninh 4)

A Thai investor once shared that M&A is the most effective and least time-consuming way to access the Vietnamese market, rather than building companies from scratch.

In this article series, we would like to discuss M&A transactions in Vietnam from both legal and practical perspectives. The series will particularly convey the following topics:

Topic I: Legal theory regarding shares/capital contribution subscription and acquisition in each type of company in Vietnam;
Topic II: Conditional sectors and caps foreign investment in Vietnam;
Topic III: M&A procedures;
Topic IV: Practical issues in M&A activities in Vietnam; and
Topic V: M&A in some specific sectors.

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