Professional Documents
Culture Documents
Our M&A report utilized extracted database StoxPlus is now serving a client portfolio of
with over 7 years of historical data in over 100 corporate data clients including
Vietnam. In addition to data analysis, the securities companies, research houses, asset
report also relies on the authors’ extensive managers, investment companies, and
knowledge and experience in advising deals in thousands of sophisticated individual
Vietnam. We have surveyed relevant foreign investors.
and local institutional investors as well as
conducting a number of in-depth interviews in Our Biinform division has been established as
with experienced M&A advisers and an independent research house in Vietnam to
Government officials during our preparation. provide local insights to our clients at quality
standards of the World’s prestige advisory
We strongly believe that this report will be firms. More details can be found at
valuable to institutional investors, investment www.biinform.com.
companies and foreign players who are
considering M&A as a strategy to set a If you have any questions about this report or
foothold or to expand your business in our services, please do not hesitate to contact
Vietnam. Thuan Nguyen, CEO of StoxPlus at
thuan.nguyen@stoxplus.com or +84 (24) 3562
6962, ext 111.
PREFACE 2
Appendix 38 – 54
Our Methodology 55 – 56
Important Disclosures 57
About Us 58
NEW RECORD HIGH was set in Vietnam M&A 2017 with total deals value of US$13.38bn thanks to a number
of “mega” deals. Fueled by growth of 2017, M&A activities in 1H2018 continued its upward trend. Particularly,
total 1H2018 M&A deal value recorded at US$3.76bn which is slightly 4% increase from US$3.59n in 1H2017.
2017 M&A activities set new record high with a M&A activities in 2017 and 1H2018 were driven
massive jump in total deal value to US$13.38bn, by an increasing number of mega deals valuing
increasing deal value by 32% compared to the over US$100mn. In particular, mega deals
previous year 2016 even despite lower deal contributed 75% of total M&A deal value of
number (262 deals in 2017 compared to 307 2017, and also 75% of total M&A deal value
deals in 2016). Overall in 2017, M&A transactions 1H2018. Bidders of these mega deals were
spread across various sectors: Real Estate domestic, as well as foreign investors. Highest
(US$3.46bn ~ 41 deals) , Food & Beverage valued deals in 2017-1H2018 were closed by
(US$6.32bn ~ 35 deals), Industrial Goods & bidders from familiar countries like Thailand,
Service (US$795mn ~ 32 deals), and Construction Singapore, Hong Kong, United States and
& Materials (US$655mn ~ 20 deals). Japan.
M&A activities in recent years had been on an Specifically, mega deals of 2017 included the
upward trend and after hitting record in 2017, acquisitions of SABECO by ThaiBev at US$4.7bn,
M&A market in 1H2018 expected to be no less Vinamilk by Jardine C&C at US$1.15bn, Vincom
active. 1H2018 witnessed a drop in deal volume, Retail by multi investors at US$743mn, Happy
but still an upturn in deal value compared to the Land Project by Vina Oscar Hotel at US$668mn
same period of previous year 1H2017.
Particularly, there were 104 deals in 1H2018 Significant deals of 1H2018 Vinhomes by GIC
with total deal value of US$3.76bn. The three Private Ltd at US$4.7bn, Berjaya Vietnam
most buoyant industries in terms of deal value in Financial Center by Vinhomes, Techcombank by
1H2018 are Real Estate (US$1.94bn ~ 17 deals), Warburg Pincus LLC., ACB Bank by Alp Asia
Banks (US$742mn ~ 3 deals) and Financial Finance Vietnam.
Services (US$297mn ~ 9 deals).
6,317 41
34
31
35
3,476
17
20 13 13 14
11 11 10
155 6 5
749 655 482 466 200
244 77 77 74 231
215
Food & Beverage
Real Estate
Construction &
Banks
Health Care
Financial Services
Basic Resources
Utilities
Chemicals
Insurance
Others
Materials
Services
Goods
Source: StoxPlus
10
9 9
8
7 7
1,945 742 5
4
3
3 297 74 2 2
142 137 121 21 18 9 17
107 93 38
Real Estate
Banks
Financial Services
Construction &
Basic Resources
Retail
Utilities
Chemicals
Others
Materials
Services
Goods
Source: StoxPlus
Deal size analysis: mostly small and medium sized deals, but
more than 70% of deal value came from mega deals
Figure 4: Vietnam M&A Total Deal Value (US$mn) and Number of Deal
• In the last 3 years, mega deals valuing over • In 2017, the market saw 262 M&A
US$100mn drove M&A activities, transactions. Small and medium sized deals
accounting for over 74% of total deal value were the most voluminous. There were 73
but less than 10% of total number of M&A deals valued within US$5-25mn range,
deals. In particular, 2017 recorded 19 equivalent to 31% of total deal number.
mega deals, valuing US$10.19bn. Out of Small deals valued within US$1-5mn range
these 19 mega deals, only 3 were domestic recorded 62 transaction, equivalent to 23%
and the rest 16 were inbound deals. of total deal number. Following were 22
Significant domestic deals included 100% deals, 21 deals, 19 deals and 11 deals
stake acquisition of ANZ Bank Vietnam value US$25-50mn, US$50-100mn, more
Ltd’s Retail Division by Shinhan Bank than US$100mn, and less than US$1mn
Vietnam Ltd at US$240mn and acquistions respectively.
of 870-unit residential development in • 1H2018 carried similar trend with the two
HCMC by Capitaland at US$177mn. most active deal ranges valued at US$5-
Significant inbound deals included the 25mn (21 deals) and US$25-50mn (15
53.6% stake acquisition of SABECO by deals). Following were 7 deals, 7 deals, 6
ThaiBev (Thailand) at US$4.7bn and deals and 5 deals value US$25-50mn, more
acquisition of Vincom Retail JSC by than US$100mn, less than US$1mn, and
multiple investors valued at US743mn US$50-100m respectively.
• 1H2018 witnessed similar trend, as mega
deals valuing over US$100mn contributed
about 75% of the M&A activities in
Vietnam. There were 7 mega deals totaled
US$2.81bn. The only domestic deal was
the 98% stake acquisition of Berjaya
Vietnam Financial Center Ltd by Vinhomes
at US$516mn. Inbound mega deals
included the acquisition of Vinhomes by
GIC Pte Ltd, Techcombank by Warburg
Pincus LLC.
Vietnam M&A 2018 Research Report| Issue 8 | September 2018 8
Section 1: M&A Activity Review | The Whole Market
90%
Source: StoxPlus
Foreign investor appeared to be relatively active with M&A activities in 2017 & 1H2018
• Throughout the years from 2013 to • Inbound M&A accelerated fast during 2017-
1H2018, Outbound deals remained 1H2018. The constantly changing economic
consistently inconsiderable, with the environment of Vietnam had provided
portion recorded less than 0.5% of M&A numerous opportunities for foreign
activities each year. investors. Vietnamese government had
• In 2015-2016, domestic and inbound M&A committed to creating a fair and attractive
were almost balanced, with just slightly business environment for foreign investors,
more capital flow from outside the and constantly improving its legal
nation’s borders. From 2016 forward, framework and institutions related to
inbound M&A started to attract increasing business and investment. The government
amount of capital. The highest value M&A also worked hard on restructuring the
transactions were usually closed by foreign economy and its model for growth, as well
investors. In fact, inbound M&A made up as enhancing national competitiveness.
87.9% of total M&A deal value in 2017 and Favorable trade policies, and FTAs
75.3% of the value in 1H2018. Meanwhile, between Vietnam and other countries
domestic deals in 2017 accounted for a altogether enhanced the credibility and
humble 11.5% of total M&A only. Moving transparency in governmental policies. As a
into 1H2018, Vietnamese investors had result, Vietnam had attracted more foreign
taken more M&A activities, bringing the capital inflows than ever.
portion of domestic deals to 24.4% of total
deal value.
12000 140
Deal value (US$ million)
10000 120
92 97
87
No. of deal
100
8000 72
80
6000 4,914 INBOUND M&A
11,789
40 60 2013 - 1H2018
4000 3,058
2,439 2,833 40 US$ 26.89bn
1,832 535 Deals
2000 20
0 0
2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Accumulated inbound M&A deal value into Vietnam since 2013 reached US$26.89bn from 535
transactions. The year 2017 hit record with 146 deals valuing US$11.79bn. This was a massive jump
compared to the previous year in terms of both deal number and the proportion over total annual
M&A deal value in 2016. Inbound deal value in 2017 increased more than double compared to that of
2016. The first half of 2018 had already recorded US$2.83bn from 40 transactions. 1H2018 inbound
deals made up 75% of the current period M&A activities. These numbers considered humble compared
to the previous year, nevertheless 1H2018 saw more growth in domestic deals.
The shift in inbound M&A in 2017 – 1H2018 were the mega deals. In these agreements, foreign
investors acquired majority stake in leading Vietnam domiciled enterprises including leading brewery
SABECO, real estate conglomerate Vinhomes and Vincom Retail, dairy corporation Vinamilk, Ho Chi
Minh City Infrastructure Investment (CII), Techcombank, and Nam Long Investment Corp
Source: StoxPlus
Majority Minority
Source: StoxPlus
From 2017, investors from Thailand and Singapore aggressively seized mega deals and lead in terms of deal
value. Meanwhile, Japanese and Korean investors even though contributed the most number of deals, but
usually just small and medium sized deals (agv. size US$23mn and US$24mn respectively)
Thai investors boldly put heavy investment in Singapore appeared to be a consistent investor
Vietnam by acquiring leading Vietnam domiciled to Vietnam via M&A. In 2017, Singapore
enterprises in recently years. Particularly, injected the second highest capital into
capital inflows from Thailand recorded only just Vietnam with US$1.79 from 16 deals. Real
Estate especially caught Singaporean investors'
4 transactions but totaled US$4.9bn, preference with 7 (out of 16) deals with total
accounting for 42% of total inbound deal value in value of US$443mn. Keppel Land was the most
2017. The biggest investment of Thai players active player for acquiring 5 projects in 2017.
was the 53.6% acquisition of Vietnam’s largest
brewery SABECO by ThaiBev at a record breaking U.S. and Hong Kong had stepped further into
deal valued at US$4.7bn. There was 1 deal in Vietnam M&A market through M&A and with
Basic Resources, the acquisition of Vina Paper large deals. U.S. and Hong Kong both invested
Co Ltd by Berli Jucker PCL valued at US$14.2mn. in a variety of sectors, with none stood out to
The 2 remaining deals were both closed by Siam be their major target. Hong Kong Land
Cement Group (SCG). SCG eyed on various acquired CII, and Kohlberg Kravis Roberts from
industries: Construction & Materials (100% stake the U.S. acquired Masan Nutri-Science
in Vietnam Construction Materials valued at Japan, South Korea and United Kingdom were
US$156mn) and Oil & Gas (75% stake in Long Son the most frequent investors to Vietnam and
Petrochem valued at US$36mn) lead in terms of deal number. However, these
investors usually closed small to medium sized
deals.
Japan
INBOUND 1H2018
Malaysia
Philippines
US$2.7bn
39 deals
Hong Kong
Majority Minority
Source: StoxPlus
M&A in the first six months of 2018 recorded US$1.33 from 8 deals. The most capital flow to Vietnam in
1H2018 were from Singapore and the U.S.
Capital inflows from Singapore to Vietnam via American investors continued to show their
interest in Vietnam market with the 2nd and 3rd
M&A spiked up in 1H2018 to reach US$ 1.33bn place in terms of deal value and number,
with 8 deals, taking away the first place from respectively 6 deals valuing at US$464mn in
Thailand. In addition, Singaporean investors 1H2018. Most of American investors were
were particularly interested in real estate. In financial investors, hence highlighting their
fact, $1.33bn from disclosed transactions were interest in Banks sector of Vietnam. There
all real estate. The largest deal seized by were 4 mega deals in Banks sector. Highest
Singaporean bidder was the acquisition of valued deal was the acquisition of undisclosed
undisclosed stake in Vietnam’s leading real stake in Techcombank by Warburg Pincus LLC.
estate development conglomerate Vinhomes by The remaining deals were 9.1%, 5% and 6.5%
GIC Pte Ltd valued at US$1.3bn However, the stake acquisition in Asia Commercial Bank
remaining 5 transactions (3 Technology, 1 Real (ACB) by three funds Sather Gate Investment
Estate and 1 Construction & Material) by Ltd., Estes Investments Ltd and Boardwalk
Singaporean bidders did not disclose deal value. South Ltd respectively.
Japan had consistently appeared to be a stable
investor into Vietnam via M&A in terms of
volume. Inbound M&A by Japanese bidder
totaled US$144mn from 10 deals. Despite
largest in volume, deal value did not seem to
impress. Japan bidders did not close any mega
deal, instead they opted for small to medium
deals. The biggest deal was worth US$51mn
from the 45% stake acquisition of Vietnam Italy
Steel JSC. by Kyoei Steel Ltd.
7 6
2011 - 1H2018 via M&A
Metro C&C US$ 8.88bn
4000 6 5
No. of deal
32 Deals
3000 4
2,289.0
4 4 4 4 3 Capital inflow to Vietnam
2000
from Thailand fluctuated
879.0 2
1000 over times, hit record by
273.2 258.6 213.5 1 end of 2017, however
5.5 20.7
0 1 1 0 recorded modest value
2011 2012 2013 2014 2015 2016 2017 1H2018 moving into 1H2018
Deal Value Vol
Source: StoxPlus
Investment wave from Thailand Thai’s top conglomerates such as Central Group,
TCC Holdings (ThaiBev and Berli Jucker), Siam
Upon enjoying robust domestic growth and Cement Group (“SCG”), and Singha had all
probably hitting market saturation, Thai firms expanded regionally and into Vietnam market
had aggressively started expanding business via M&A in recent years. In the past, Thai
further across borders via M&A. investors had made several attempts to takeover
Vietnam attracted capital inflow from Thailand Vietnam retail business. In 2016, Central Group
as the two countries shared closely related acquired 100% Big C Vietnam from French
cultural values and lifestyle, strategic location retailer Casino for US$1.05bn. Also in 2016,
within ASEAN community, favorable business Berli Jucker acquired Metro C&C from Metro
environment from Vietnam’s end such as
foreign-friendly policies, low labor and Group of Germany for US$727mn . In
manufacturing costs. However, Vietnam’s most December 2017, ThaiBev extended its SE Asia
prominence had to be the large untapped push with US$4.7bn via SABECO deal. ThaiBev
consumption market for over 90 million people, had eyed on SABECO ever since the Vietnam
which held tremendous potentials for Ministry of Industry and Trade announced its
consumer-based sectors like Retail or Food & state capital divestment plan earlier in 2016.
Beverage. SABECO was the largest brewery in Vietnam
owned by State. It had the largest distribution
According to StoxPlus’s database, accumlated
network and approximately 40% of market share
capital inflows of Thai firms into Vietnam via
recorded in 2016. ThaiBev did not hesitate to
M&A since 2011 reached US$8.88bn with pay such price to be the majority stake holder,
total of 32 deals up to 1H2018. Usually there given that SABECO used to have a foreign
were less then 7 deals each year. Nevertheless, ownership cap of 49%. By the time of this deal in
Thai investors, usually the nation’s top 2017, SABECO’s share price increased by 75%
conglomerates, aimed at mega deals. These and had P/E ratio of almost 47 times. SABECO
mega deals' availability was occasional, hence deal was not only largest M&A deal in Vietnam,
explaining the fluctuation over the years in but in South East Asia in 2017.
deal value.
1600 16
the end of 2016, and hit recorded
14
13 1,329 in 1H2018.
1400 12
No. of deal
1200 1,004
8 8 10
1000 CAPITAL INFLOWS
8
800 595 2011 - 1H2018 via M&A
8 6
600
400 4 4 US$ 5.01bn
141
200 80
10 2 59 2 74 Deals
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
The “Asian Tiger” Singapore was most active 1H2018 had only 3 deals that disclosed
cross border investor in the region. value. All of them were real estate deals.
Singapore, was particularly active in investing via With total value of US$1.33bn, 1H2018
M&A across borders, as it was the regional leader officially became a landmark year for
in M&A value. M&A activities from Singapore into inbound M&A in the property sector even
before the year concluded. The first half of
Vietnam border since 2011 reached US$5.01bn
2018 had already recorded deal value
from 74 deals in various sectors. From 2016 to
greater than any year in the past. The
current period of 1H2018, capital injected to
single deal that heat up inbound real estate
Vietnam from Singapore had spiked up especially
through mega deals in real estate. Vietnam’s M&A from Singapore was the US$1.3bn
growing property market grasped Singaporean acquisition of Vingroup’s subsidiary
investors’ attention. As an emerging market, Vinhomes, Vietnam’s largest developer, by
Vietnam possessed high yielding opportunities GIC Pte Ltd, the sovereign wealth fund
seen less in matured markets. Half of the deals established by the Government of Singapore
closed in 2017-1H2018 were in real estate (12 out to manage Singapore's foreign reserves. GIC
of 24). Real estate deals within this period were was no stranger to Vietnam’s market,
having already acquired stakes of
worth US$1.77bn , equivalent to 68% of total
Vietnamese key player businesses.
deal value.
Before the Vinhomes deals came through,
2017 had multi sized real estates deals, however
GIC Pte Ltd already held 5% stake in Masan
the largest deal turn out to be in Food & Beverage
Group, 5.5% in VietJet, 0.7% in Vinamilk,
sector valuing US$616.6mn. It was the 10.3% stake
and 3.5% in FPT. Its total holdings reached
acquisition of Vinamilk, Vietnam’s largest dairy
a total value of US$658.6mn (for disclosed
company by Jardine C&C. There were 8 real
deals amount only). GIC is also looking at a
estate deals altogether valuing US$443.13mn.
potential acquisition in Vietcombank when
this bank plans to issue additional 10% stake
via private placement in 2018.
1800 1,617 16
1600 14 14
Deal value (US$ million)
1400 12
1200 11
10 10 10
No. of deal
1000 CAPITAL INFLOWS
8 8 8 8
800 2011 - 1H2017 via M&A
552 526 525 6
600
400
499
4 4 US$ 4.05bn
200 55
126 149 2 73 Deals
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Source: StoxPlus
The United States had been more active in Vietnam’s M&A market since the downturn in
investment in 2015-2016. Since then, the U.S. ranked 3rd and 2nd in terms of deal value of M&A
into Vietnam in 2017 and 1H2018 accordingly. Inbound M&A from the U.S. in 2017 totaled
US$1.62mn in value in from 11 transactions. Overall, American firms invested in a wide range of
deal sizes: 4 deals valued more than US$100mn, 2 deals valued US$50-100mn, and 2 deals valued
less than US$25mn and 5 deals’ value remained undisclosed.
The number of deals from the U.S. were modest, but the deal value were not. For the first half of
2018, American firms had injected more capital into Vietnam via M&A in various. There were a few
IPOs of big Vietnamese banks in 2018 like Techcombank and Asia Commercial Bank that attracted
American investors. These were the highest valued deals from the U.S. American firms also made
large investments in other sectors such as Food & Beverage, Industrial Goods & Services and Real
Estate.
Deal value
Year Acquiror name Target company/ asset % Stake acquired Type
(US$ mn)
2017 Warburg Pincus & VinaCapital Serenity Holdings 100% Majority 300
2017 Warburg Pincus & Becamex IDC BW Industrials Development 100% Majority 200
482
Banks Banks 7
Healtcare 325
Healtcare 7
Personal & Household 198
Goods Personal & Household Goods 6
Ultilities 123
Ultilities 10
Source: StoxPlus
In 2017, in terms of deal value, the sectors attracted the most capital were Food & Beverage
(US$6.05bn), Real Estate (US$2.81bn), Construction & Materials (US$625mn) and Industrial Goods &
Services (US$592mn. Regarding number of deals, the most favored sectors for Inbound M&A in 2017
were Real Estate (23 deals) Industrial Goods & Services (20 deals) Food & Beverage (13 deals) and
Ultilities (10 deals). Overall, inbound M&A activities spread across a variety of industries and
sectors, with some more active than the others.
Food & Beverage sector had a thriving year in 2017, whereas ThaiBev from Thailand, acquired
53.58% stake (previously State owned) of Vietnam’s largest brewery SABCEO. Total value of this rare
deal hit record at US$4.7bn from a single transaction.
Other sectors that highlighted 2017-1H2018 were Real Estate and Banks with a few mega deals.
7000 16
6,052
6000 14 14
13 INBOUND M&A IN F&B
Deal value (US$ million)
12 12
5000 2011 - 1H2018
10 10 10
10.06bn
No. of deal
4000 9 US$
8
3000 7
6
77 Deals
2000 1,433 4
1,052
1000 562 640
2 2
196 100 21
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Source: StoxPlus
• Food & Beverage’s potentials were shown by a • M&A in F&B market saw a shift in
variety of factors such as: (i) growing population preference from packaged food in previous
(close to 100 million population) with average years to beverage. Vietnam was forecasted
annual growth rate of 1.2%; (ii) large citizens (68% to placed in 3rd place amongst the Asian
or 60,7 million people that less than 40 year of region for Food & Beverage’s consumption
age); (iii) high urbanization growth rate - rate. Food & Beverage sector in Vietnam
achieved 35,7% in 2015; (iv) rising income per would be an outperformer over the
capita and higher living standards. forecast period because of its positive
demographic trends, foreign brand
• Amongst inbound M&A total deal value of year
preference, rising incomes, robust
2017, Food & Beverage accounted for nearly 51%
economic growth and rapid expansion in
and valued at US6.05bn. 2017 also witnessed the the retail sector will drive growth and
highest value ever recorded since 2011, which was development in this sector.
the acquisition of 53.59% stake in SABECO by
ThaiBev valued at US$4.7bn. It was not expected • The government had started divesting
that 1H2018, and probably a few years later to stakes in several major SOEs. This year saw
score a similar sizable deal. So far of 1H2018, the largest deal from the state owned
there was obviously a decline: only 2 deals valued capital divestment of SABECO – the brewery
at US$21mn. The mega deals of 2017 were from with largest market share, approximately
Thailand (SABECO deal valued at US$4.7bn) and 40%. It was expected that more SOEs would
Singapore (Vinamilk deal valued at US$1.2mn), follow this path. A few SOEs in Food &
the United States (Masan Nutri-Science deal Beverage industry had officially announced
valued at US$150mn) its divestment plan such as HABECO,
Vinacafe, Vinafood 1, Vinafood 2, etc.
6 6
800 743 742
No. of deal
5 Inbound Banks 2011-
600 482 4 1H2018
400
3 3
US$ 3.07bn
2 2
200 77 1
21 Deals
1 1
30 0 18 1
0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Foreign investors banks were aggressively tapping on domestic finance related services
Accumulated foreign capital injected to Vietnam through M&A in banks since 2011 totaled
US$3.07bn through 21 deals. After quiet years from 2013 to 2016, Banks sector started to heat up in
inbound M&A market again. Finance related sectors were luring in numerous domestic and
international investors because of the attractiveness of the rapidly developing consumer finance
market.
Notable mega transactions in Banks were the takeover of Techcombank, Asia Commercial Bank and
Bank of China Ltd. Financial Services sector also scored mega deal with Prudential Vietnam Finance.
Deal value
Year Acquiror name Target company/ asset % Stake acquired Type
(US$ mn)
2017 Shinhan Bank (Vietnam) ANZ Bank (Vietnam) 100% Majority 240
2018 Alp Asia Finance Vietnam Asia Conmmercial Bank (ACB) 10% Minority 220
2017 BOC Hong Kong Holdings Bank of China (HCMC Branch) N/A N/A 152
2018 Estes Investments Asia Commercial Bank (ACB) 45% Minority 152
Domestic M&A 2017 - 1H2018: Real estate and F&B were the
most attractive for M&A to domestic investors
Figure 17: Domestic M&A Total Deal Value (US$mn) & Deal Number, 2011 – 1H2018
295
3500
2,767 2,785 250 Domestics M&A
3000
No. of deal
205 239 208 200 1H2018
2500
2000
1,237
1,665 1,725
1,551 150 US$ 16.88bn
1500 154
1000
918 100 1318 Deals
98 58 50
500
61
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Accumulated domestic M&A value since 2011 recorded 1318 deals valuing US$16.88bn. Domestic M&A
activities had been declining a since 2016. Nevertheless, year 2017 and 1H2018 saw an increasing
number of mega deals. Deal value and volume of 2017 from domestic M&A decreased in terms of
absolute value. In particular, 2017 recorded US$1.55bn from 61 transactions, making the average cost
per deal approximately US$25mn, higher compared to approximately US$2mn of the same figure in
2016. The first half of 2018 recorded US$918mn from 58 deals.
The most active sectors for domestic M&A in 2017- 1H2018 were Real Estate and Food & Beverage. For
two consecutive years, Real Estate topped chart as the most active sector in domestic M&A market.
Particularly, Real Estate deals made up 64% of total domestic M&A activities in 2017, and 41% in
1H2018.
2017 1H2018
Minority Majority
Source: StoxPlus
Vietnam M&A 2018 Research Report| Issue 8 | September 2018 21
Section 1: M&A Activity Review | Domestic M&A
3500 3,157 50
45
INBOUND vs. DOMESTIC
3000 44
Deal value (US$ million)
40 40 2,814
2500 35
No. of deal
2000 30 30 1,350
25
1500 22 20 647 593
1000 805 826 777 16 15
647 593 23 16 6 8
10
500 8
0 2 5
1 Inbound Domestic Inbound Domestic
0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018 2017 1H2018
Deal Value Vol
Source: StoxPlus
Real Estate was the dominating sector among domestic M&A in 2017-1H2018. In 2017, Real Estate was
relatively active with 16 M&A deals, valuing US$647mn even though still much lower that of
previous year in 2016. Since 2016 hit recorded in real estate domestic M&A, 2017 and 1H2018 failed to
carry on this upward trend. Nevertheless, 2017 was a very active year for M&A in real estate for both
inbound and domestic M&A. In 2017, domestic real estate was over dominated by that of inbound value
(16 deals valued at US$647mn for domestic, and 23 deals valued at US2.81bn for inbound) So far
1H2018 recorded US$ 593
mn from 8 deals. It appeared that 1H2018 domestic M&A in real estate was
also not as active as inbound M&A of the same category.
Overall real estate remained one of the most attractive industry for domestic investors. Most of
domestic M&A in real estate were the acquisitions of on-going or delayed projected that needed more
capital. Domestic M&A in Real Estate saw three mega deals valuing US$100mn or over in 2017, and only
one in 1H2018.
2017 Vinhomes JSC. Berjaya Vietnam Financial Center 97.7% Majority 516
2017 An Gia Investment and Greed Van Phat Hung Group N/A N/A 153
400 37 Deals
30
302
No. of deal
300 254 25
205 20 Food & Beverage continued to be
190 13
200 21 attractive to domestic investors,
141 19 15
17 116 despite currently being on a
14 10
100 12 57 decrease trend from 2015
9 5
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
2017-1H2018 recorded deal value from domestic M&A in Food & Beverage sector as the second
highest within domestic M&A, although it fell way behind the highest sector Real Estate in terms of
deal value. In 2017, there were 19 deals valued at US$254mn. The most current period proved to be
as much active since. 1H2018 recorded 9 deals valued at US$116mn.
Some domestic players looked to expand their business via M&A. Masan Beverage expanded their
portfolio to coffee through the acquisition of Vinacafe Bien Hoa. Vinamilk had long wanted to enter
Sugar industry, since sugar and dairy were retable goods therefore it acquired Khanh Hoa sugar. Bien
Hoa Sugar and Thanh Thanh Cong Tay Ninh Sugar partnered up and acquired HAGL Sugar. Kinh Do
Corp wanted to expand their product line into completely different sectors like cooking oil and spice
through the acquisition of Vocarimex. Vietnam was a populous market of over 90 million people, and
increasing disposable income, consumer-based sectors like Food & Beverage would continue to be
stable and demanding. Food & Beverage sector in 2017 and 1H2018 saw dominating number of
inbound deals, hence implying that foreign investors were much more aggressive than domestic
investors in this sector. There was not any mega deal from Food & Beverage domestic M&A from the
current period. Domestic M&A in Food & Beverage was mostly made up of small to medium sized
deals.
Deal value
Year Acquiror name Target company/ asset % Stake acquired Type
(US$ mn)
250
3.5 valued at US$61mn. However
200 3 3 3 1H2018 saw zero outbound deal.
No. of deal
2.5
150
2
CAPITAL OUTFLOWS
100 1.5
2011 - 1H2018 via M&A
1 1 1 1
50
0 7 5 11.9 6.7 11
0 0.5 US$ 316mn
0 0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018 13 Deals
160 148
140 128
120
100
80 74
55
60
40
21
13 16
20
0
2012 2013 2014 2015 2016 2017 1H2018
Source: StoxPlus
IPOs of SOEs in 2017-1H2018 recorded very few in terms of volume. According to Decision 1232/QĐ-
TTg signed by Prime Minister in August 2017, 44 SOEs were up to divest by 2017. However, the
schedule was unmet as there were only 21 SOEs successful IPOs in 2017, approximately half of the
planned IPOs came through in 2017. According to schedule, year 2018 expected 64 SOE IPOs.
However, the first half of 2018 only recorded 16 successful. It is unlikely that 2018 SOE IPOs will
match its IPO schedule drafted by the government. In the first half of 2018, successful auctions of 16
SOEs sold nearly 46% charter capital to strategic shareholders, raising approximately US$965mn,
about 4.5 times more than the proceeds from the IPO of all year 2017.
The progress of IPOs during 2016 to 2018 was also significantly less aggressive than in the previous
period since 2012 to 2015. The peak of SOE IPOs was during 2014-2015 where the number of SOEs
holding IPOs reached triple digits, specifically 148 and 128 respectively. However, since the end of
2015, SOE IPOs slowed down. Some SOEs were huge with a hefty amount of assets and complex asset
structure, therefore requiring a long time to prepare for IPO. Aside from large profitable businesses
that mostly already held IPOs in the previous years before 2017, the remaining companies that have
yet to equitize were public utilities, unprofitable business, or small businesses operated in industries
less attractive to investors. There were also many SOEs swamped in piles of debt, making the asset
valuation process extra complicated. There were even cases of “good” SOE deliberately refused to
cooperate with the consultancy, by omitting and hiding the essential information such as property
advantage, as a result prolonged the IPO process.
CHARTER
GOVERNING
NO INDUSTRY (ICB LEVEL 2) COMPANY CAPITAL % IPO % BID
BODY
(US$MN)
1 PetroVietnam Oil &Gas Binh Son Refinery 1,348.63 7.79% 7.79%
2 MOT Industrial Goods & Services Vinalines 610.96 34.80% 0.38%
3 PetroVietnam Oil & Gas PV Oil 449.86 20.00% 20.00%
4 Binh Duong Industrial Goods & Services Becamex IDC 446.77 23.63% 1.44%
5 MARD Food & Beverage Vinafood II 217.49 22.97% 22.97%
6 MOC Construction & Materials Song Da 198.54 48.82% 0.18%
7 MOC Construction & Materials IDICO 130.49 18.44% 18.44%
8 Binh Duong Industrial Goods & Services Protrade 104.39 10.00% 10.00%
9 Binh Duong Industrial Goods & Services Thalexim 67.77 5.00% 5.00%
10 Dak Lak Basic Resources Dakruco 38.45 62.62% 0.038%
11 Lam Dong Utilities Lawaco 16.57 17.53% 17.53%
12 Bac Ninh Utilities Bac Ninh WSC 16.09 4.08% 4.08%
13 Kien Giang Industrial Goods & Services Kien Giang Trading 15.69 14.27% N/A
14 Dong Thap Utilities Dowasen 14.56 31.14% 6.46%
15 Khanh Hoa Retail Sanest Khanh Hoa 9.71 24.16% 24.16%
16 MARD Industrial Goods & Services Vigecam 8.65 28.87% 28.87%
17 Quang Binh Basic Resources Viet Trung Rubber 8.19 31.30% N/A
18 MARD Basic Resources Inruco 7.72 16.89% 16.89%
VanTuong Investment
19 Da Nang Industrial Goods & Services 6.87 59.97% 59.97%
Structure
20 Gia Lai Food & Beverage Gia Lai Coffee 6.38 44.17% 44.17%
Source: StoxPlus
Top 2017- 1H2018 SOE IPOs by charter capital are from SOEs of various industries: Oil & Gas,
Industrial Goods & Services, Food & Beverage and Construction & Materials. Although evidently
shown that consumer-based sectors attract the most M&A, industrial sectors still hold many
potentials
Apart from successful SOE IPOs, some SOE IPOs in the reviewed period were not unsuccessful as
shares offered were not completely sold such as cases of Vinalines, Becamex IDC, Song Da, Dakruco,
Dowasen. Unsucessful IPOs stemmed from many reasons such as too high valuation, strict
requirement for bidders, low shares offered, or unprofitable businesses.
According to Decision No.986/QD-TTg issued by the government on August 2018, Vietnam government
outlined the Development Strategy of Vietnam Banking Sector to 2025, which stated, among its aims,
to clean up bad debts and to sustain a healthy banking system through M&A of banks and credit
institutions. Furthermore, through the implementation of Basel II, banks need to maintain healthy
levels of capital adequacy and maintaining other prudential ratios. For the financially weak banks,
M&As could be one of the options in order to meet these requirements.
By August 2018, it is confirmed by the Deputy Prime Minister that Vietnam would refrain from granting
operating licenses to 100% foreign capital banks. There are now only 8 banks with 100% foreign capital
in Vietnam. As for equity investments, the foreign ownership limit in Vietnamese banks is at 30%. On
the other hand, the government sets the green light for foreign investors to buy 100% of the
financially weak banks and credit institutions, subject to the Prime Minister’s approval.
In 2015, the State Bank of Vietnam bought three banks - Oceanbank, GPBank and VNCB at VND0.
Because of very high levels of bad debt, these banks have negative owner equity and to revive these
banks, high amounts of capital is needed to compensate for the current negative owner equity, as
well as to raise the charter capital to the required VND3,000bn. However, the Vietnamese government
is unable to take on these bad banks with a running budget deficit, while the local banking system and
especially domestic banks also lack the financial capability and the willingness to takeover these
financially weak banks. As a result, Vietnam seeks to rely on foreign capital to restructure and revive
the financially weak banks and credit institutions in general.
Source: StoxPlus
Figure 26: Inbound M&A (US$mn) 2013-1H2018 Figure 26: Inbound M&A Value by Sector, 2017
INBOUND M&A
1.68%
2013 - 1H2018
2.77%
14000 160 9.75%
144
US$26.89bn 5.04%
12000 535 Deals 140
11,753 5.32%
120
Deal value (US$ million)
10000
97
92 100
87
No. of deal
8000
72 23.94% 51.49%
80
6000 4,914
60
40
4000 3,058 2,833 40
2,439
1,832
2000 20
Food & Beverage
0 0 Real Estate
2013 2014 2015 2016 2017 1H2018 Construction & Materials
Industrial Goods & Services
Health Care
Personal & Household Goods
Deal Value Vol
Others
Source: StoxPlus
Inbound M&A activities have been constantly increasing in Vietnam in the past decade. From 2013
to 2018, there were 535 inbound deals valuing US$26.89bn. In addition, foreign capital inflow into
Vietnam via M&A from 2017 to 1H2018 each accounted for nearly three fourth of the respective
year total M&A value. This growing capital inflow trend proved Vietnam market’s attractiveness to
foreign investors. M&A served as the least risky and costly investment, and also the fastest route to
enter Vietnam’s growing market compared to greenfield investment.
These inbound M&A recorded in the reviewed period mostly targeted Vietnam domestic market.
Foreign players invested in Vietnam had recognized the country’s huge growth potentials given (i)
growing population (close to 100 million population) with average annual growth rate of 1.2%; (ii)
huge and young population (68% or 60,7 million people that less than 40 year of age); (iii) high
urbanization growth rate - achieved 35,7% in 2015; (iv) rising income per capita and higher living
standards.
Therefore inbound M&A recorded in 2017-1H2018 consists of mostly consumer-oriented sectors. In
2017, approximately half of the inbound M&A value comes from Food & Beverage with deals like
ThaiBev (Thailand) acquiring 53.6% stakes in Sabeco for US$4.7bn, Jardine C&C (Singapore)
acquiring 10.3% stakes in Vinamilk for US$1.2bn, Kohlberg Kravis Roberts & Co (U.S.) acquiring 7.5%
stakes in Masan Nutri-Science for US$150mn. Next to Food & Beverage, Real Estate also attracted
foreign investors with deal value equivalent to approximately 24% of the year total inbound M&A
value. Notable inbound real estate are GIC Pte (Singapore) acquiring 5.7% in Vinhomes for
US$1.3bn, multi investors bid in IPO of Vincom Retail valuing at US$743mn, Vina Oscar Hotel (Hong
Kong) acquiring 88% Happy Land Project from Khang Thong Group at US$668mn.
64.28
39.49
21.58
11.22
8.16 6.96
0.92 1.12
Source: StoxPlus
1,329
4,938 2017 1H2018
525
1,790
1,617
967 784 267 252 214
612 576 144
197 147 50 37 21 17 12 44 38
Source: StoxPlus
2017 1H2018
Minority Majority
Source: StoxPlus
1H2018
VALUE VOL MINORITY MAJORITY
(US$mn) (deal) (US$mn) (US$mn)
Real Estate 1,944.78 17 35.33 1,909.45
Banks 742.00 3 742.00 0.00
Financial Services 297.42 9 18.17 279.25
Personal & Household Goods 142.32 8 47.00 63.32
Food & Beverage 136.84 10 17.25 119.58
Construction & Materials 120.60 9 108.44 12.16
Basic Resources 107.34 7 60.38 46.96
Oil & Gas 93.00 3 0.00 90.00
Retail 73.96 7 70.96 0.00
Utilities 37.90 5 37.90 0.00
Industrial Goods & Services 20.88 4 20.88 0.00
Chemicals 18.00 2 2.40 0.00
Automobiles & Parts 9.12 2 1.12 8.00
Travel & Leisure 8.51 4 8.51 0.00
Media 7.01 4 7.01 0.00
Technology 1.66 8 1.66 0.00
TOTAL 3,761.32 104 1,179.00 2,528.72
Source: StoxPlus
Source: StoxPlus
Source: StoxPlus
78.65
33.58
22.02
10.67
HEALTHCARE
24.70
17.27
15.03
4.20
82.57
75.78
17.59
2.28
Source: StoxPlus
Source: StoxPlus
ThaiBev, through its ownership of local subsidiary Vietnam Beverage, won the bidding for an
almost 54% holding in SABECO. ThaiBev emerged as the only major investor to bid in what had
Taget Name
#been billed as the hottest auction of Vietnam’s biggest asset sale. Vietnam’s Ministry of
Industry and Trade sold the SABECO stake for VND 320,000 ($14.09) a share, which was 3.5%
premium over Monday’s closing price.
Saigon Beer Alcohol Beverage Corp (SABECO)
SABECO was a SOE, and the largest brewery in Vietnam. There are only a few key players in
Vietnam beverage industry and SABECO already has the largest market with 40% share, and the
Seller
#largest distribution channel. Recognizing the potentials of such fast-growing consumer market
in Vietnam, as well as the rare occasion of capital divestment from the government, ThaiBev
bid approximately $4.7bn to be the major stake holder of SABECO and officially entered the
beverage industry of Vietnam. ThaiBev is owned by Thai billionaire Sirivadhanabhakdi, who had
special interested in Vietnam market and many of his companies held majority stakes in
Vietnam Ministry of Industry and Trade Vietnamese players like Metro Cash&Carry (from Germany), Vinamilk, Phu Thai Group, Hanoi
Melia Hotel, etc.
Seller Jardine C&C paid US$1,150mn for 10.03% stake in the Vietnamese dairy giant. Jardine C&C was
#an investment holding company from Singapore, engaged in a variety of sectors: automotive,
financial, heavy equipment and mining, agriculture, infrastructure and logistics, information
technology, and property businesses in South East Asia. The acquisition of Vinamilk was in line
#N/A with the Jardine C&C group's strategy of investing in market-leading companies in the region.
Appendix 5: M&A Transaction Factsheet
Seller At the time of the exchange, Vincom Retail was managing, operating and leasing 44 trade
# centers in 22 provinces and cities in Vietnam with a gross retail floor area of nearly 1.2 million
square meters. Particularly in Hanoi and Ho Chi Minh City, Vincom Retail accounted for 60% of
VINGROUP total retail space.
Khang Thong Group, the original contractor of Happy Land faced difficulties and was plunged
Khang Thong Group into piles of debt. Shortage of capital delayed the Happy Land theme park project until foreign
investors stepped in. Hong Kong investor agreed to pay US$688mn for 88% stake in this Happy
Land Project. The rebirth of Happy Land project had yet to confirm. However, Vina Oscar
Hotel would take action soon.
Vinhomes on the other hand, was the leading real estate developer and had successfully
Berjaya Land Bhd implemented many projects in a timely fashion. In fact, Vinhomes was known its strong
financial resources, quality, project scale, but most noticeably the speed of progress.
Appendix 5: M&A Transaction Factsheet
CII was founded by the end of 2001 to act as an instrument for the Ho Chi Minh City People’s
Thu Thiem River Park Committee to fundraise from private sources to invest in infrastructure developments. Thu
Thiem New Ubran Town was much expected to beautify and contribute to Ho Chi Minh city’s
urban planning. Hong Kong Land was property investment, management and development
Seller
# groups with premium commercial and residential property interests across Asia. This was
Hongkong Land’s second residential project in Vietnam
The project, if implemented successfully would provide around 1,140 units including luxury
Ho Chi Minh City Infrastructure Investment apartments, sky villas and garden apartments. Further amenities include swimming pools,
JSC (CII) public green areas, supermarkets and more; ensuring a comfortable, convenient, modern living
environment.
Sector: BANKS 6 18 2 20 16 17
Acquiror
# UNITED STATES Type AnDate Size (US$m) Stake
N/A 12/03/2018 370.00 0.00% → N/A
Warburg Pincus LLC
Warburg Pincus agreed to invest US$370mn in Technological and Commercial Joint Stock Bank
(Techcombank), marking the largest private equity investment to date in Vietnam.
Taget Name
# Techcombank was one of the leading commercial banks in Vietnam with a sustainable financial
foundation and strong product – service portfolio. HSBC Vietnam used to back up Techcombank
as its majority stake holder. However, HSBC announce to divest its capital in Techcombank in
Techcombank
2017. It was quite easy for Techcombank to attract capital given its strong performance in
Vietnam banking industry.
Seller
# Warbug Pincus was a private equity firm based in the U.S. aiming to invest in companies that
had sustainable growth. The firm had made several major investments in Vietnam in previous
years such as US$300mn into Vincom Retail, US$300mn into VinaCapital to invest in and
US$200mn into Becamex IDC Corp. Warburg Pincus did not disclose the size of its stake
HSBC Vietnam Techcombank following the transaction but a source familiar with the matter said it would own
less than 10 percent and that it would become one of the bank’s biggest shareholders.
Serenity Holdings The joint venture was established with the vision of making Vietnam the leading hotel market
in Southeast Asia. The project’s long-term goal is to seize the opportunity from the strong-
growing tourism industry in the next 5-10 years, especially from China.
Seller
#
Serenity Holdings is a beachside resort & city hotel management company, popular for its
flagship resorts, Fusion Maia Da Nang & Fusion Resort Nha Trang.
Serenity Holdings
#N/A
Seller ANZ had been unsatisfied with its businesses in Vietnam because of high bad debt ratios and
# poor risk management at local financial institutions, and the legal system. ANZ Bank Vietnam
shut its own doors in a transaction that transferred the entire retail division, six transaction
offices and 125,000 individual customers to Shinhan Bank for US$240mn. This successful
ANZ Bank transaction had been considered as a big step for Shinhan Bank Vietnam’s development in
Vietnam market, as well as a boost of confidence for Vietnam retail banking in upcoming time
Appendix 5: M&A Transaction Factsheet
Sector: BANKS 6 18 2 20 16 17
Acquiror # VIETNAM Type AnDate Size (US$m) Stake
Minority 07/05/2018 220.00 0.00% → 10.00%
Alp Asia Finance Vietnam Ltd
Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets. ACB
demonstrated strong performance, with consolidated profit of approximately more than
Taget Name
# US$85.7mn by the end of 2017, up 60 per cent year-on-year.
Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB,
Vietnam's Asia Commercial Bank (ACB) offloading its entire holding of more than 154 million shares in the Vietnamese bank. The
foreign bank explained it was under pressure to cut costs after suffering losses from emerging
Seller markets. There seemed to be a trend that foreign banks are withdrawing investment from local
# banks like cases of ANZ and BNP Paribas.
Alp Asia Finance Vietnam Ltd secured 10% stake in ACB for US$220mn. Under Alp Asia Finance
Standard Chartered Bank (Hong Kong) Ltd Vietnam Ltd, two foreign funds Sather Gate Investments Ltd and Whistler Investments Ltd each
owned 5% stake in ACB.
Warburg Pincus, LLC is an American private equity firm that is no stranger to Vietnam’s
Taget Name
# investment scene. Becamex IDC is a Vietnamese Government sanctioned State owned
Investment and a development company for Binh Duong Province. Warburg Pincus decided to
team up with a Vietnamese industrial real estate developer Becamex IDC Corp to form an
BWID BW Industrials Development Ltd
US$200mn logistics joint venture. Through the deal, Warburg hopes to capitalize on growing
demand for warehouses and manufacturing space in the country which reported GDP growth of
Seller 6.8% last year.
#
The new venture, BW Industrial Development Joint Stock Company (BWID), is said to be
focusing on developing institutional-grade logistics and industrial properties across Vietnam.
N/A
#N/A
Appendix 5: M&A Transaction Factsheet
remaining blocks of La casa project Many investors bid in La casa, and the latest one were An Gia Investment (Vietnam) and Greed
Group (Japan). An Gia Investment had acquired a series of real estate projects in Ho Chi Minh
City such as The Garden (Tan Phu District) of NAKYCO Investment Limited Company; Angia Star
Seller
# (Binh Tan District) of Tan Binh Investment Construction JSC. The M&A trend in the real estate
market contributed to the establishment and shaping of sufficiently financially capable units to
develop well-endowed projects in the market.
Van Hung Phat Corp.
Sector: BANKS 6 18 2 20 16 17
Acquiror # HONG KONG Type AnDate Size (US$m) Stake
Majority 06/11/2017 152.00 0.00% → 100.00%
Bank of China Hong Kong Holdings Ltd
BOC Hong Kong Holdings Ltd announced that it had entered into Agreements with Bank of
China (“BOC”) in relation to the transfer of the Vietnam Business and the Philippines Business
Taget Name
# respectively, as part of the restructuring exercise of the BOC Group in the ASEAN region.
The consideration for the proposed transfer of the Vietnam Business is US$152mn.
Bank of China Ltd (HoChiMinh City Branch) With the proposed transfers of the Vietnam Business and the Philippines Business, together
with the previous acquisitions of subsidiaries and/or businesses from BOC in Malaysia,
Thailand, Indonesia and Cambodia, as well as the establishment of the Brunei Branch, BOCHK
Seller
# would transform into an internationalized regional bank.
#N/A
Appendix 5: M&A Transaction Factsheet
Sector: BANKS 6 18 2 20 16 17
Acquiror
# UNITED STATES Type AnDate Size (US$m) Stake
Minority 09/01/2018 152.00 0.00% → 6.52%
Estes Investment Ltd
Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets. ACB
demonstrated strong performance, with consolidated profit of approximately more than
Taget Name
# US$85.7mn by the end of 2017, up 60 per cent year-on-year.
Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB,
Asia Commercial Bank (ACB) offloading its entire holding of more than 154 million shares in the Vietnamese bank. The
foreign bank explained it was under pressure to cut costs after suffering losses from emerging
markets. There seemed to be a trend that foreign banks are withdrawing investment from local
Seller banks like cases of ANZ and BNP Paribas.
#
Estes Investment Ltd secured 6.52% stake in ACB for US$114mn.
#N/A
Shinhan Card Co Ltd was a subsidiary of the Shinhan Financial Group, a leading Korean financial
Seller
# institution. This deal marked the withdrawal of Prudential from the consumer finance sector in
Vietnam after more than 10 years of operation to focus on its core business. On the other
hand, this deal was to Shinhan a deeper penetration into this fast-moving market of Vietnam.
#N/A
Sector: EDUCATION 6 18 2 20 16 17
Acquiror
# UNITED STATES Type AnDate Size (US$m) Stake
Majority 27/03/2017 125.00 0.00% → N/A
TPG Capital LP
U.S. based global alternative asset firm TPG was among one of the first private equity firms to
invest in Asia. In March 2017 TPD entered into definitive agreements with shareholders of the
Taget Name
# Vietnam Australia International School (VAS) to acquire a majority holding of Vietnam Australia
International School.
Vietnam Australia International School VAS had more than 6,300 students in seven campuses in Ho Chi Minh City. This represented a
significant increase from the 2004 school year when it had 400 students. It became the largest
Seller private K-12 education group in Vietnam. The school system’s growth thrived since it
# introduced the Cambridge International Curriculum, which led to an increase from 4,100
students in 2014 to 6,300 in 2017.
Leveraging TPG’s expertise in Asia and in the education sector, VAS would continue to expand
#N/A its campuses, improve the quality of its programs, and further develop its staff to become the
market leader in the bilingual K-12 education segment in Vietnam
Sector: HEALTHCARE 6 18 2 20 16 17
Acquiror
# VIETNAM Type AnDate Size (US$m) Stake
Minority 19/12/2017 110.00 0.00% → 100.00%
Mobile World Investment Corp (MWG)
Mobile World Investment Corporation (MWG) was the leading consumer electronics retailer in
Vietnam by revenue and net profit after tax with 2,000+ stores covering all provinces/cities of
Taget Name
# Vietnam. Upon enjoying robust growth in business, MWG decided to acquire the entire stake
in Phuc An Khang Pharmacy for US$110mn, and officially set foot in the pharmaceutical sector.
This business deal and partnership launched a new brand name—An Khang Pharmacy.
Phuc An Khang Pharmacy
Phuc An Khang Pharmacy was established in May 2006 with a total of 14 stores in Ho Chi Minh
Seller City. Meanwhile MWG planned to jump into pharmaceutical retail and expected to expand
#
pharmacy chain stores to 50 or 60 stores next year. This deal, along with other major M&A
made by MWG, was a bold statement announcing the retail’s ambition and dedication.
#N/A
Appendix 5: M&A Transaction Factsheet
Seller
# Binh Minh Plastics (BMP) launched in 1977, was the country’s leading manufacturer and trader
of plastic pipes and fittings. Previously, Nawaplastic had earlier divested its entire 24% stake in
Tien Phong Plastic JSC, a competitor of BMP, for more US$66mn. As of 2017, Nawaplastic had
invested about US$121mn in Vietnam’s plastic industry. The Thai group also held shares in a
State Capital Investment Corp number of companies specializing in the production of household plastics, including Viet-Thai
Plastchem, TPC Vina Chemical and Plastic Corporation, and Minh Thai House Component.
Sector: HEALTHCARE 6 18 2 20 16 17
Acquiror
# UNITED STATES Type AnDate Size (US$m) Stake
Minority 06/12/2017 99.40 0.00% → 51.70%
Abbott Laboratories (Chile) Holdco SpA
Abbott Laboratories (Chile) Holdco SpA, a subsidiary of Abbott Laboratories in the U.S., had a
broad range of branded generic pharmaceuticals, medical devices, diagnostics, and nutrition
Taget Name
# products. Abottt Laboratories paid Domesco Medical Import-Export JSC (DMC) US$99.4mn for
nearly 17.95 million shares, equivalent to 51.7% of DMC’s charter capital. Abbott previously
acquired CFR International SPA in 2012/2013, so CFR International SPA’s shares in DMC already
Domesco Medical Import-Export JSC (DMC) belonged to Abbott indirectly. DMC was the third-largest listed domestic drug maker in
Vietnam.
Seller
# Since Abbott became a major shareholder of DMC’s capital (through CFR), it sent delegations
to work with DMC to support it in production, operations, finances, and human resources. As a
result, after the restructuring, DMC’s factories were capable of meeting capacity and business
#N/A development needs to 2020.
Appendix 5: M&A Transaction Factsheet
Seller
# Long Son petrochemical project, located in Long Sơn Petrochemical Industrial Park in Vung Tu
City was a key petrol and oil project of the Vietnamese government. Long Sơn is the third
petrochemical complex in Việt Nam after Dung Quất oil refinery and Nghi Sơn oil refinery and
petrochemical complex. It was licensed in 2008 with an initial investment capital of US$3.7bn,
PetroVietnam then was raised up to US$5.4bn in investment. Long Son petrochemical project was designed to
produce up to 1.6 million tonnes of olefin per year.
• Data works in Vietnam are actually a very tedious and time consuming job due to lack of a
sound reporting system and regulations. This is particularly true for M&A activities. In
many case where the seller finds it positive for their public relation or investor relation
works, they would be proactive in spreading the news.
• In many cases, including the public and listed companies, we found it hard to obtain an
official explanation in a deal that has been actually concluded. This is particularly true in
Real Estate sector where it is sensitive from tax perspective if the deal value and details
are announced.
• As such, we combine a variety of sources and data mining skills to uncover as many as
possible unannounced M&A deals that have happened. Even though our database is yet
comprehensive, we believe our methodology is as exhaustive as possible to identify M&A
deals in Vietnam.
Public
Domain
⚫ Covered by StoxPlus
Unknown Deals
Surveyed by StoxPlus
Deal Value
• If deal value is not publicly and explicitly disclosed, we calculate the deal size from deal
parameters such as purchase price per share. We also obtained deal size and value from
our intelligent network where possible.
Sector Classification
• We adopt the Industrial Classification Benchmark (ICB) for all sector classification.
StoxPlus’s Disclosures
• This material is prepared by StoxPlus Corporation for information purpose only. This
material is not intended to recommend or suggest any particular transaction.
• Any information contained in this material shall be used at your own discretion and risk.
StoxPlus Corporation will not be subject to any liability for any consequence caused by
the information contained in this material.
• This material may be changed without any prior notice. Content of this material may be
changed according to any changes in the situation, or effects of the additional
information after its preparation, and StoxPlus Corporation shall undertake no obligation
to update, revise or complement the content of this material according to the changes.
• While this material is prepared based on the public information and other information
StoxPlus Corporation duly obtained, StoxPlus Corporation has not independently verified
its accuracy, completeness, or suitability for your use, also shall not guarantee them.
• StoxPlus Corporation reserves the copyright of this material. This material is protected in
accordance with the copyright laws of Vietnam and other countries, as well as the treaty
provisions regarding the copyrights signed between Vietnam and other countries. For any
purpose whatsoever, no one shall be entitled to duplicate, summarize, quote, or reprint
this material, or disclose it to the third party without StoxPlus Corporation’s prior
consent.