ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

ANT Lawyers

Vietnam Law Firm with English Speaking Lawyers

Hiển thị các bài đăng có nhãn Mergers and Acquisitions. Hiển thị tất cả bài đăng
Hiển thị các bài đăng có nhãn Mergers and Acquisitions. Hiển thị tất cả bài đăng


Value of M&A deals forecast to reach US$5 billion this year

HANOI - Mergers and acquisitions (M&A) transactions in Vietnam are forecast to reach about US$5 billion this year, down from US$5.8 billion in 2016 and US$5.2 billion in 2015, said Le Trong Minh, editor-in-chief of Dau Tu newspaper.
At a press conference held in Hanoi on July 20 to announce the upcoming Vietnam M&A Forum 2017, Minh said M&A transactions are facing numerous difficulties. Enterprises and the Government should find ways to increase both the quality and the number of deals.
According to an assessment of forum organizers, in 2016 and the first haft of 2017, the equitization of State-owned enterprises was not as good as expected.

In 2016, only 52 State enterprises went public, representing only 25% of the 2015 figure, and the number was 20 in the first six months of this year, or 76% of the same period last year.
According to a report by the Government, 96.3% of State enterprises have been equitized but only 8% of the State holdings have been offered to the public.
In 2016, retail was among the key sectors of M&A deals, accounting for 38.46% of total value. A notable deal took place in early May 2016, when Central Group from Thailand acquired the Big C supermarket chain from Casino Group at US$1.05 billion.
Earlier, another Thai group, TCC Holdings, spent US$800 million taking over Cash & Carry businesses in Vietnam from German retail group METRO.
In 2014-2018, M&A transactions in Vietnam may hit US$20 billion, Minh added.
M&A has helped diversify capital mobilization channels in Vietnam and boost economic restructuring and equitization of State-owned enterprises. In addition, corporate governance and the competitiveness of many local enterprises have improved thanks to M&A deals.
Vietnam M&A Forum 2017 will be held by Dau Tu newspaper on August 10 at GEM Center in HCMC. The forum will feature a specialized conference on M&A activities, a ceremony to honor the best M&A deals of 2016-2017 and a training workshop on M&A strategy.

Source The Saigon Times


What a Law Firm Could Assist in an M&A Deal?

M&A, abbreviated by Mergers and Acquisitions is expanding in both quantity and volume in Vietnam in many sectors. Successful M&A deals depend on various factors and legal due diligence, and drafting agreements are important processes in Vietnam.
For investors whom are interested in M&A deal in Vietnam as buyer or seller,it is important to hire a law firm that will assist in the process. The law firm in Vietnam could provide assessment of the target company through a legal due diligence, a legal background directly related to M&A deal, all of which are necessary to the completion of a successful deal. The attorney could then draft the letter of intent, and legal contracts, including the final purchase agreement, which will include a lot of stipulations that will need to be done correctly in order for the business transaction to be beneficial to both parties and in compliance with Vietnam regulations.
A law firm with expertise of Vietnam regulations, with the lawyers having experience and legal knowledge will be able to provide the clients with the right check-list of the documents to review.  In addition, the presence of lawyers contributes to strengthening the trust of the parties. In recent years, foreign businesses have often made acquisitions of all or part of a Vietnamese enterprise, and they often require the seller to engage law firms specializing in M&A. And now, not only the foreign businesses but also the Vietnamese parties are in need of conducting M&A deals with the participation of lawyers to ensure the success.

Lawyers shall conduct legal due diligence of enterprises, check reports and explanations with prudence, honesty and efficiency. They help the buyer and/or seller to understand their legal status, legal rights and obligations, legal regulations for assets, labor contracts, land records, construction and investment registration, certificates, and licenses and other matters. This is the basis for determining the status of enterprise and possible legal risks may cause. Lawyers will conduct and produce the most comprehensive, accurate, legal and objective information and legal documents by their professional, knowledgeable and ethical.
Lawyers shall advise the structure of an M&A to ensure the commercial intent that the parties are aiming and shorten the execution time and costs. In addition, it ensures the legality of procedures, safety and minimizes the legal and financial risks for the parties.
There is no common contract template for all M&A deals. Lawyers shall actualize the trade agreements, the will of the parties to the legally binding terms of the contract as well as clearly defines the rights and obligations of the parties to ensure the enforceability, minimize unlawful agreements or unclear terms that may cause the subsequent disputes.


How To Conduct Legal Due Diligence for M&A in Vietnam?

Legal Due Diligence help management make better investment decision in Vietnam
Mergers and Acquisitions (M&A) has become popular in Vietnam as the country develops and more investors are eager to invest and gain control of the business enough to engage in, decide important business matters through partial or full ownership of an enterprise.  A successful M&A mean the parties achieve their financial and commercial goals (increasing capital, raising management capacity, branding, etc) and ensuring safety and restraint the risk at the lowest level, though legal due diligence undertaken by law firm in Vietnam.
The Importance of Legal Due Diligence of Enterprise in M&A activities

Legal due diligence of enterprises focuses on full and detailed assessment of legal issues relating to the legal entity, capital contribution status, shareholder status, legal rights and obligations. From the investigation information, the parties can anticipate legal risks, assess opportunities to come up with alternatives. In addition, legal assessments help parties evaluate the reliability of their counterparts as well as understand their advantages and constraints for the negotiation process.
What Legal Due Diligence in M&A Activities Entail?
  • Evaluate the factors related to the legal status and capacity of the target enterprise: Review the legitimacy of the establishment, operation, possession of enterprise; ensure that the enterprise is not subject to procedures for dissolution or bankruptcy and compliance with the law of the enterprise in the course of operation. The information to be checked includes: dossiers, certificate of enterprise establishment, operation licenses, practice certificates, professional liability insurance, company charter, agreement between the company owner on rights of shareholders, capital contributors, minutes of meetings, member/shareholder register, certificate of capital contribution.
  • Evaluate the factors related to the business and financial activities of the target enterprise: Review the system of customers and partners of the enterprise; the documents on economic contracts (with customers, suppliers, etc); dossier of investment, construction, land, project; information on guarantee, mortgage (if any), debt and credit agreement, M&A, financial leasing contract, exclusive contract, franchise, etc, in terms of value, legality, validity, progress to evaluate legal risks in the future. Review the financial statements on the accuracy of the financial status of the business.
  • Verify the factors related to labor: Review labor contracts, labor agreements, internal labor regulations to determine the enterprise’s financial obligations to employees, compliance Labor law and reception of labor after the purchase or sale.
  • Verify the factors related to intellectual property: Review intellectual property rights of enterprises including: trademarks, trade names, industrial designs, layout designs, business secrets, etc; the property has granted the patent/license. Review matters of infringement of intellectual property rights of other organizations, individuals or legal persons in order to anticipate the risks of being sued or claiming damages.
In addition, in an M&A deal, the acquirer should ensure that participation in capital contribution or acquisition of the target enterprise is permitted, the form of M&A implementation is in accordance with the law and the M&A deal was approved by the competent authority of each party. After that, the factors related to M&A transaction procedures and constraints and restrictions of law (if any) must be evaluated.


Vietnam's M&As to hit a record high of $6bln in 2016

Foreign retailers are flooding into the country as consumer spending is set to grow 47 percent in the next four years.

The number of announced mergers and acquisitions (M&A) over the past five years is valued at $18 billion, according to the Ministry of Investment and Planning.
M&A deals in 2015 increased 40 percent from 2014 with total value of $4.3 billion, according to data released by Institute of Mergers, Acquisitions and Alliances.
Vietnamese mergers and acquisitions, after having reached the value of $3.2 billion in the first seven months of this year, are expected to hit $6 billion for the whole year, beating last year’s record as foreign investors have shown increasing interest in the country’s booming retail sector spurred by strong economic growth.

Emerging retail market
Vietnam’s retail market has grown at roughly 10 percent per year in recent years. The market is forecast to reach $109 billion in sales next year, according to the Economist Intelligence Unit. The country has also climbed up to 11th place on the A.T. Kearny 2016 Global Retail Development Index, which indentifies the world’s top 30 retail markets with the most potential investment opportunities.
Retailers have seen Vietnam’s relatively young population and expanding middle class as the main drivers of robust retail market growth. Almost 60 percent of Vietnam’s population of 93 million people are under 35 with rising incomes, averaging $2,111 last year, according to World Bank data.
EuroMonitor International predicts that Vietnam’s consumer spending is about to grow 47 percent in the next four years to $184.9 billion.
The World Bank forecast Vietnam’s $200 billion economy is likely to grow to a trillion dollars by 2035 with more than half of its population, compared with only 11 percent today, expected to join the ranks of the global middle class with consumption of $15 a day or more.
As incomes rise, people are also shifting shopping habits. Spending at modern supermarkets, convenience stores, and shopping malls is expected to rise to 40 percent of total consumer spending by 2020, up from the current 25 percent, the government data show.
Vietnam has thus seen a surge in M&A deals in the retail sector.
Korean retail conglomerate Lotte Group targets to open 60 supermarkets in Vietnam by 2020.
Thailand’s Central Group has acquired a 49 percent stake in consumer electronics retailer Nguyen Kim and sealed a $1.14 billion buyout of hypermarket Big C Vietnam. Another Thai giant, TCC, last year took over Metro Cash & Carry wholesale operation in Vietnam for $720 million.
Japanese retailers have also set eyes on Vietnam. Supermarket chain operator Aeon bought a 30 percent stake in Fivimart and a 49 percent stake in Citimart. Both are top players in the market with supermarkets and convenience stores in Hanoi and Ho Chi Minh City.
Meanwhile, convenience store giant 7-Eleven has laid out its expansion in Vietnam with its first store to be open early 2018.
Even luxury brands like the Japanese Takashimaya are already entering the Southeast Asian country. The group has invested about 5 billion yen ($47 million) in Vietnam since 2012. That includes the new 15,000 square-meter department store in the Saigon Center in Ho Chi Minh City which is set to open this month.
Vietnamese local businesses have also begun to pick up speed.
Property giant Vingroup has decided to make retail business its core, said Chairman Pham Nhat Vuong, contributing to around 50 percent of the group's total sales in the years to come, compared to the current 20 percent.
Vingroup aims to open as many as 500 supermarkets and 8,000 convenience stores under its VinMart and VinMart+ brands in the next five years.
In an attempt to get ready for the expansion, the real estate group has bought an 80 percent stake in Giang Vo Exhibition Center in Hanoi and acquired a 100 percent ownership of Vinatexmart which has as many as 39 supermarkets and retail stores in 19 provinces and cities throughout Vietnam.
Official statistics show Vietnam now has about 9,000 traditional outdoor markets, 800 supermarkets, 160 department stores and shopping malls and more than a million household stores.
M&A upward trend sees no signs of stopping
Foreign investors are also attracted by Vietnam’s high economic growth rate which has remained at an average of more than 5 percent since 1999. The Southeast Asian country’s economy aims to expand 6.7 percent in 2016 after growing at 6.68 percent in 2015, the fastest pace since 2007.
The Vietnamese government has shown strong commitment to making Vietnam a more attractive investment destination. A revised rule, which came into effective last month, has drastically shortened the process of acquiring an investment license to 15 days instead of 45 days.
The government on July 20 officially scrapped a long standing foreign-ownership cap on many publicly listed companies, allowing foreign investors to own a 100 percent stake in several listed companies in various industries, including consumer, property, transport, construction, manufacturing, financial services and agriculture, up from 49 percent.
The SCIC, the state's investment arm, has confirmed that it will divest from Vinamilk, the country’s largest dairy firm, valued at $7.6 billion, by selling its 45 percent stake worth $3.5 billion.
Another reason for booming mergers and acquisitions in Vietnam is foreign investors want to take advantage of Vietnam’s low-cost manufacturing. As Vietnam has concluded a variety of free trade agreements, especially the Trans-Pacific Partnership, the country is highly likely to become a global outsourcing hub.


Legal Service for Mergers and Acquisitions ( M&A ) in Vietnam

Our commercial practice at ANT Lawyers helps clients with the following:
Incorporation service: advising on business structure, drafting documents, negotiation with local companies and authorities and obtaining licenses and approvals.

Post-licensing procedures: advising on the obtaining of various registration, approvals and permits for foreign invested companies in Vietnam.
Management: advising on the operation of the board of management of a joint venture company or a wholly foreign owned capital, the appointment of key management personnel.
Due diligence: reviewing documents and issuing due diligence reports on the legal status and operation of both domestic companies and foreign invested companies in Vietnam.
Commercial contracts: drafting, negotiating and amending many types of commercial contracts including lease agreements, sales and distribution agreements, agency agreements and service contracts.
Let ANT Lawyers help your business in Vietnam.                   
Please contact us for inquiries through email or call our partner directly at  + 84 912 817 823.


Mergers and Acquisitions

M&A activities in Vietnam are quite complicated due to their characteristics in terms of the nature of each enterprise's business entity and distinctive legal system of Vietnam, which often confuses many foreign investors. With the purpose of providing our clients with the best service and active support for their development strategies, not only is Ant Lawyer's team of lawyers and specialists required to be in possession of in-depth knowledge about such characteristics, but they also have to keep their insights into taxation, labor, intellectual properties, unfair competition, and any matter relating to M&A activities, always updated.

Our legal services in the area of Mergers & Acquisitions include:

Verification of the enterprise’s legal status with respect to taxation, debts, and labor, as well as its general business situation
Assessment of the enterprise’s financial situation
Advise on the negotiation, development and implementation of contracts
Participation in mergers & acquisitions negotiations
Consult on labor & employment arrangements
Consult on the financial methods facilitating mergers & acquisitions
Advice on the time limits, procedures, and conditions for the transfer and exchange of assets, transfer and exchange of capital contribution portions, shares and bonds of the enterprise merged into contributed capital, and shares and bonds of the enterprise accepting the merger
File all necessary paperwork following a merger or acquisition