Mergers & Acquisitions
We are deeply involved in M&A in many sectors.
How We Can Help
We assist with cross-border transactions involving foreign and domestic companies.
We conduct due diligence investigations; provide advice on the transaction structure; address legal risks/issues that may arise; provide innovative and efficient solutions to complex issues; prepare transaction documents; supervise and monitor both closing and post-closing formalities, and we help the new owners to integrate into the business.
Notable Insurance, Financial Sector M&A
Raise capital through private placement and rights issue with foreign private and sovereign investment funds.
Vietnam Reinsurance Corporation (VinaRe)
US$79 million private placement to strategic foreign investor Swiss Re (Switzerland).
Bao Minh Insurance Corporation
VND1,200 billion private placement to strategic foreign investor AXA (France).
Post & Telecom Insurance (PTI)
VND1,100 billion private placement to strategic foreign investor Dongbu Insurance (Korea).
Samsung Fire & Marine Insurance
Strategic foreign investor’s VND550 billion subscription of shares in Petrolimex Insurance Corporation (PJICO).
Global Insurance Corporation (Vietnam)
Private placement of 25% strategic stake to Ergo (Germany).
Oman Investment Fund (OIF)
Strategic foreign investor’s VND810 billion subscription of shares in PetroVietnam Insurance (PVI).
Shinshei Bank (Japan)
Due diligence and shortlisted bidding for strategic foreign investor under equitization of Vietcombank.
Nippon Life (Japan)
Due diligence and shortlisted bidding for strategic foreign investor under equitization of Bao Viet Insurance.
Royal Bank of Scotland (RBS)
Worked with Linklaters for RBS in all Vietnam-related matters in RBS’s take-over of ABN-AMRO in 2008 and the subsequent spin-out of the ABN-AMRO business to ANZ in 2009 [the 2009 spin-out was awarded Asian Counsel Magazine’s Deal of the Year, 2009].
Notable Distribution Sector M&A
TCC Holding (Thailand)
Acquisition of Metro’s Cash & Carry business in Vietnam in US$900 transaction. [2015 Vietnam Deal of the Year; In-House Community].
Berli Jucker Public Company Limited (Thailand)
Acquisition of Phu Thai Group, largest wholesale distribution network in Hanoi, and subsequent buy-out of convenience store business from Family Mart.
Berli Jucker Public Company Limited (Thailand)
Acquisition of Fraser & Neave’s equity interest in Vietnam-based glass manufacturing business.
Berli Jucker/Phu Thai Group
Acquisition of convenience store chain in Vietnam from FamilyMart.
Sale of convenience store chain in Vietnam to Aeon.
Notable Infrastructure Sector M&A
Acted for Ayala Group in strategic investment in CII (leading infrastructure investment group listed on the Ho Chi Minh City Stock Exchange), including due diligence reviews in respect of various infrastructure projects (Hanoi Highway, Saigon Bridge, Binh Trieu Bridge, Rach Chiec Bridge, etc.) of CII; preparation and negotiation of transaction documents; advice on issues under Vietnamese law; assisted in closing of investment.
Kerry Logistics (Hong Kong)
Acquisition of a controlling stake in Tin Thanh Express, the first private express delivery service company in Vietnam, and several acquisitions of local logistics companies.
Acquisition of the petchem/solvents distribution business of Shell in Vietnam (in addition to several other jurisdictions), including conducting a comprehensive legal due diligence review of the sale assets, reviewing the acquisition documentation, and assisting the buyer to deal with regulatory issues post-closing.
China Merchants Group
Along with Linklaters, advised on joint venture for port development and operation, assisting in the entire process to conclude a joint venture agreement with Vinalines, and subsequently with the addition of PetroVietnam, for the development of a large-scale US$1 billion seaport in Ba Ria-Vung Tau. Subsequently continued to assist the Group in various investments supporting the port project.
Tuan Loc Water
Assisted in the sale of a 49% interest in the structure comprised of three water distribution companies and a waste water treatment plant, including restructuring by spinning-off the water treatment and distribution business from the existing infrastructure and industrial development group. Responsible for drafting transaction documents.
Proposed acquisition of a hydropower plant, including extensive legal due diligence investigation of the plant under construction, legal advice on all issues relevant to investment and operation of the hydropower plant, and assistance in working with competent government authorities in respect of licensing, investment and related issues.
Acted for the company in various strategic investments in water treatment and distribution plants in Ho Chi Minh City, Thai Nguyen Province, Lam Dong Province, including conducting due diligence reviews of the target plants, preparing and negotiating transaction documents, manage closing.
Saigon Water Infrastructure
Advised, structured and executed restructuring of Saigon Water Infrastructure (a spin-out from CII); assisted in investment in water treatment plant in highlands province, including due diligence review in respect of target treatment plant, advice on investment structure, preparation and negotiation of transaction documentation.
Undisclosed Japanese telecoms corporation
Advised on legal framework for data center business, and assisting to structure a joint venture with a local partner for a data center in Ho Chi Minh City, working with the Tokyo offices of Squire Patton Boggs.
Notable Private Equity Sector M&A
Citi Venture Capital
Acquisition (including due diligence) and subsequent sale of interest in cement joint venture in Vietnam.
PENM (formerly BI) (Denmark)
Acquisition of 30% of food processing company.
Due diligence for acquisition of stake in coconut processing company.
Due diligence for acquisition of sizable stake in largest distributor of plant protection products and rice in Vietnam.
BI Private Equity New Markets K/S (Denmark)
Complex structured share acquisition embedded with share put/call options and share swaps with Masan Group with respect to Masan Food (the transaction was part of Masan Group’s structured equity sales with foreign strategic investors, including Texas Pacific Group and BankInvest.
Acquisition of controlling stake in beer brewery from Carlsberg and Vinataba, and subsequent sale to Sapporo. Exit from private equity investment in Mai Linh Corporation, leading taxi company in Vietnam.
Sale of interest in Hanoi Liquor Joint Stock Company (Halico), Vietnam’s largest spirits company, to Diageo of Scotland, the world’s largest spirits distiller and maker of Johnnie Walker.
BI Private Equity New Markets II K/S (Denmark)/Mekong Enterprise Fund II (managed by Mekong Capital)
Sale of 85% of International Consumer Products Corporation (ICP), a leading Vietnamese consumer company, to Marico Ltd., a publicly listed corporation in India.
BI Private Equity New Markets K/S
Investment in Asia Fan, Vietnam leading electric fan manufacturer, and subsequent exit through sale to SEB Group, France leading electrical appliance manufacturer and distributor.
Acquisition of shares in TNT Vietrans Express Worldwide (Vietnam) Company Limited.
Notable Healthcare Sector M&A
Fortis Healthcare International Pte., Ltd.
Along with Linklaters, acted for the second largest hospital operator in India, in its acquisition of 65% of Hoan My Medical Corporation, a leading private hospital chain in Vietnam, under a series of related transactions involving complex equity and equity-linked structures of different sellers. We assisted Fortis in the integration after the acquisition of the hospital units.
Assisted in its acquisitions of the entire shareholdings of Fortis Healthcare International Pte, Ltd and the individual founder in Hoan My Medical Corporation; continue to assist Chandler Corporation in the extensive integration and comprehensive, across-the-board restructuring of hospital units owned by Hoan My Medical Corporation.
Hoan My Medical Corporation
Acted for the corporation in more than 12 acquisitions of private hospitals, as part of the client’s expansion of its network in Vietnam.
Assisted to augment and consolidate client’s super majority ownership in two existing hospitals, Hoan My Minh Hai and Hoan My Da Nang.
Worked in a number of cooperation projects to develop greenfield hospitals in Thu Duc District, Tan Phu District, District 3, Phu Nhuan District, etc. in Ho Chi Minh City.
Acted in many acquisitions of private hospitals, as part of the client’s expansion of its network in Vietnam, in which we conducted extensive legal due diligence investigations, advised on deal structures, drafted and negotiated transaction documents, monitored performance of conditions precedent and rectification of due diligence issues, advised on funding structure and prepared funding documents, coordinated closings, and assisted in post-acquisition integration:
- Acquisition of a super majority interest in Dong Nai International Hospital
- Acquisition of a super majority interest in Vinh International Hospital (greenfield)
- Initial acquisition of 70% of Van Phuc group with 2 hospitals and 2 clinics in Binh Duong, and subsequent acquisition to fully own Van Phuc hospitals and clinics
- Acquisition of a super majority interest in Thanh Tam group with two hospitals in Binh Duong and Binh Phuoc
- Acquisition of Hanh Phuc International Multi-specialty Hospital
- Acquisition of a super majority interest in Sai Gon – Dong Nai International Trauma-Orthopedics Hospital
- Acquisition of 100% of Huu Nghi General Clinic
- Acquisition of a super majority interest in AVA Cosmetic Surgery Hospital
- Acquisition of a super majority interest in Phuc Sinh An Medilas cosmetic clinic
- Acquisition of 100% of Technical World Hospital (greenfield) for a new wing of Hoan My Da Nang expansion
- Acquisition of a super majority interest in Hoan My Saigon International Eyes Hospital (greenfield)
Clyde & Co
Acted with it in the acquisition of ISHCMC, as part of a global acquisition of a chain of schools.
Assisted a foreign owned clinic to do internal restructuring.
Acted for [an undisclosed] client to provide advice on obtaining a license for a specialized clinic. We provided advice based on scenarios: whether they are foreign owned or whether they are locally owned.
Cotec Healthcare Group
Assisted in the issuance of a substantial number of common shares and preference shares to a foreign fund in order to jointly own four hospitals that are operating in the form of PPP, including providing a comprehensive vendor’s due diligence report, advising on transaction structure, preparing and negotiating share subscription documents, and assisting with closing.
Conducted a legal due diligence investigation of a greenfield hospital project, and provided comprehensive advice on a wide range of aspects for licensing, managing and operating a new hospital.
Nguyen Kim Corporation
Assisted in the sale of its pharmaceutical subsidiary to Zeria Pharmaceutical from Japan.
Hoan My Medical Corporation
Assisted in the proposed acquisition of a chain of pharmacies and are acting for the client in a structure for cooperation with this chain to operate a pharmaceutical supply hub.
Acted for [an undisclosed] Japanese consulting firm to assemble and summarize key regulations which govern the management and operation of a full service hospital with emphasis on security, sanitation, infection control, radiation safety and many other matters relating to hospital management.
Acted for owners in the equity restructuring and business development of a series of joint venture polyclinics in Ho Chi Minh City and the client’s preliminary investigation of establishment of a hospital in Ho Chi Minh City.
Assisted two foreign investors and their joint venture partners, one of which is a national university, in the early stages of project planning for a clinic to treat liver ailments.
Assisted an existing foreign investor (Taiwanese manufacturing group) which employs over 150,000 persons, to prepare its preliminary business plan to build public hospital facilities in Dong Nai Province and Ho Chi Minh City for their own employees and for the surrounding population.
Worked with foreign hospital operator to prepare a Consultancy Agreement for the operator to assist a new hospital in Vietnam to establish all internal systems prior to launch and to work with the company to obtain international accreditation.
Acted preliminarily for a foreign group in the start-up of its plan to develop a new polyclinic in Ho Chi Minh City’s District 1, aiming to provide healthcare services for foreigners.
Advised a foreign hospital operator with the objective to manage a full service hospital in Ho Chi Minh City.