M&A and Investment
M&A and investment is the core practice of our team. Our publication on M&A and investment in Vietnam are widely read and referred to by legal practitioners. We can help foreign and local investors in the following types of matters:
Note: (*) denotes matters that our lawyers personally worked on while being with other law firms.
Green field investment
We can assist foreign investors in setting up a new subsidiary in Vietnam through (1) advising on market access possibility, (2) advising on incorporation procedures including preparing charter of the subsidiary, and (3) advising on operational and other related matters.
Advising OneEnergy (a joint venture between CLP Holdings and Mitsubishi Corp) on setting up two joint ventures to develop Vung Ang 2 Power Project and Vinh Tan 3 Power Project with local partners including EVN, REE Corp, Lilama, and Pacific Corporation (*).
Advising Tuff A.C.S on setting up a joint venture with a local partner to produce agriculture products.
Advising BWID JSC (a joint venture between Warburg Pincus and Becamex) on setting an industrial real estate joint ventures with ESR.
Advising Xuan Cau JSC on its proposed joint venture with an US investor to develop one of the largest solar farms in Vietnam.
Advising Vietnam Airlines Engineering Company Limited on setting up a joint venture with ST Engineering to provide aircraft maintenance services.
Advising Nami Energy on setting up a joint venture to develop rooftop solar projects with SK Ecoplant.
Advising Vinhomes (the largest real estate developer in Vietnam) on its cooperation with various Japanese developers to develop residential projects in Hanoi and Ho Chi Minh City.
Advising Bac Lieu LNG Company on developing a LNG to power project in Bac Lieu province (*).
Advising a Japanese transport and logistics company on setting up a subsidiary for logistics business in Vietnam (*).
Advising Maersk A/S on establishing a wholly-owned subsidiary for logistics business in Vietnam (*).
Joint venture
We can assist two or more foreign or domestic investors in establishing a joint venture to develop new business opportunity (such as a real estate project or an energy project). In particular, we can assist clients in (1) advising on matters concerning investment in Vietnam in general, (2) advising on corporate structure and governance issues of a joint venture, (3) drafting and negotiating joint venture (shareholder) agreement and other related agreements, and (4) advising on shareholder/joint venture disputes.
Advising OneEnergy (a joint venture between CLP Holdings and Mitsubishi Corp) on setting up two joint ventures to develop Vung Ang 2 Power Project and Vinh Tan 3 Power Project with local partners including EVN, REE Corp, Lilama, and Pacific Corporation (*).
Advising Tuff A.C.S on setting up a joint venture with a local partner to produce agriculture products.
Advising BWID JSC (a joint venture between Warburg Pincus and Becamex) on setting an industrial real estate joint ventures with ESR.
Advising Xuan Cau JSC on its proposed joint venture with an US investor to develop one of the largest solar farms in Vietnam.
Advising Vietnam Airlines Engineering Company Limited on setting up a joint venture with ST Engineering to provide aircraft maintenance services.
Advising Nami Energy on setting up a joint venture to develop rooftop solar projects with SK Ecoplant.
Advising Vinhomes (the largest real estate developer in Vietnam) on its cooperation with various Japanese developers to develop residential projects in Hanoi and Ho Chi Minh City.
Advising Bac Lieu LNG Company on developing a LNG to power project in Bac Lieu province (*).
Advising a Japanese transport and logistics company on setting up a subsidiary for logistics business in Vietnam (*).
Advising Maersk A/S on establishing a wholly-owned subsidiary for logistics business in Vietnam (*).
Majority acquisition
We can assist clients in acquiring (or selling) control of an existing business. In particular, we can assist clients in (1) advising on matters concerning investment in Vietnam in general, (2) conducting buyer (or seller) legal due diligence, (3) advising on transaction structure and steps, (4) drafting and negotiating investment agreement, shareholder agreement, escrow agreement and other related agreements, and (5) advising on share purchase disputes.
Advising SCG on its acquisition of control of Prime Group, a leading construction material in Vietnam (*).
Advising Unicharm on acquiring Diana JSC, a manufacturer of hygiene products (*).
Advising BWID JSC in acquiring a real estate subsidiary of Mapletree in Vietnam.
Advising a Singaporean based investment house on its acquisition and subsequent disposal of BVIM Fund Management Company.
Advising VinID on acquiring MonPay, an e-wallet company.
Advising Vingroup JSC on acquiring BQ Group, a company specialized in mobile phone design in Spain.
Advising Vinfast LLC (the only local car manufacturer in Vietnam) on acquiring General Motor Vietnam.
Minority acquisition
We can assist clients in acquiring (or selling) a minority (strategic) stake in an existing business. In particular, we can assist clients in (1) conducting buyer (or seller) legal due diligence, (3) advising on transaction structure and steps, (4) drafting and negotiating transaction documents, and (5) advising on share purchase disputes.
Advising The Shibusawa Warehouse on its acquisition of Vinafco Joint Stock Company, a local logistics company (*).
Advising an international insurer on its proposed bid to acquire Aviva Vietnam, a life insurance company.
Advising Casper Vietnam on its various capital raising transactions.
Advising the founders of ATS JSC on their sale of a significant minority stake to Takaoka Toko Co. Ltd.
Advising Mizuho on its investment in Momo JSC, one of the largest payment intermediary companies in Vietnam.
Advising Golden Screen Cinema on acquiring a minority stake in an online streaming film company.
Advising Golden Screen Cinema on its acquisition of a substantial minority stake of Galaxy Studio, a cinema theater operator (*).
Public company acquisition
In addition, company and investment law issues, when a client invests in public listed or unlisted companies in Vietnam, we can assist advise on all aspects of securities law such as private placement, public offering, trading rules, tender offer, information disclosure, and insider trading restrictions.
Advising HSBC Insurance on its subscription of shares issued by Bao Viet Corporation (*).
Advising a Korean investor in its proposed take over of a logistics and port operator listed on the Ho Chi Minh City Stock Exchange (*).
Advising a public listed securities company on its proposed private placement to a Korean investor.
Advising a Singapore-based investment fund on its investment in the IPO of VP Bank and Techcombank.
Advising Hoang Huy Group on its issuance of convertible loans to various Korean investors.
Advising Dong Nai Plastics Company on its issuance of convertible bonds to Olympus Capital.
Advising a group of investors in their proposed acquisition of listed construction company in Ho Chi Minh City.
State-owned company acquisition
Our team has experience in advising clients (1) investing in an wholly State-owned company when it is “equitised”, or (2) investing in a majority State-owned company when the State reduces its shareholding whether through a private placement of new shares or secondary sale by the State shareholders. The area of advice includes compliance with regulations on management of State capital in State-owned companies and public auction requirement.
An EU telecom company in studying a potential investment in Mobifone (the third largest mobile network in Vietnam) during its proposed equitisation.
Advising Morgan Stanley on its investment in the equitisation of PetroVietnam Finance Company (now PV Combank).
Advising HSBC on investment in the equitisation of Vietnam Insurance Group (Bao Viet).
Advising Carlsberg Brewery on its investment in the equitisation of Hanoi Beer & Beverage Corporation (Habeco), the largest brewing company in the north of Vietnam during its equitisation.
Advising international bidders in relation to proposed strategic investments in Vietcombank and PV Gas.
Advising Vingroup on its strategic investment during the equitisation of Vinatex, the national textile company.
A large State-owned commercial bank on advice regarding divestment from non-core business.
Others
Our team also has experience in advising (1) restructuring of company including merger, spin-off or liquidation, (2) start-up companies on raising funds from investors, and (3) merger filing requirements.
Advising Nano Technology on its incorporation structure for future fund raising.
Advising various foreign investors on merger filing requirements, preparation of merger filing application and submission of merger filing application.
Advising a local hydro-power company on its de-merger
Advising Vingroup JSC on its merger with Vinpearl JSC (*).
Advising a local steel company on the liquidation of a joint venture with a Korean partner.