Healthcare

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Below are highlighted healthcare projects in which we have been involved. Many of these projects required or currently require working with the Ministry of Health and provincial Departments of Health.

Acted for Fortis Healthcare International Pte., Ltd. 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.

Acted for a leading Japanese medical operator in a series of acquisitions of controlling interests in a group of operating private hospitals and clinics, and a connected structure of hospital management, laboratory and radiology businesses.

Acted for Chandler Corporation, in its acquisitions of the entire shareholdings of Fortis Healthcare International Pte, Ltd and the individual founder in Hoan My Medical Corporation. We continued to assist Chandler Corporation in the extensive integration and comprehensive, across-the-board restructuring of hospital units owned by Hoan My Medical Corporation.

Acted for Hoan My Medical Corporation 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).

Acted for [undisclosed] 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.

Acted for two foreign investors and their joint venture partners, one of which is a national university, in the early stages of the project planning for a clinic to treat liver ailments.

Assisted an existing [undisclosed] 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.

Acted for a 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.

Acted for a foreign hospital operator with the objective to manage a full service hospital in Ho Chi Minh City.

Advised a large foreign consultancy firm in connection with a consultancy services agreement for the development of a new international hospital expected to be the largest international hospital in Hanoi, with the consultancy firm to be involved in all stages of the project, from feasibility study stage through the operational stage, including obtaining international accreditation for the hospital (the project is currently on hold).

Assisted Hoan My Medical Corporation to augment and consolidate their super majority ownership in two existing hospitals, Hoan My Minh Hai and Hoan My Da Nang.

Acted for Hoan My Medical Corporation in a number of cooperative projects to develop greenfield hospitals in Thu Duc District, Tan Phu District, District 3, Phu Nhuan District, etc. in Ho Chi Minh City.

Acted for [an unnamed] client who wished to obtain a license for a specialized clinic. We provided advice based on scenarios: whether they are foreign owned or whether they are locally owned.

Acted for Cotec Healthcare Group 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.

Acted for the American Chamber of Commerce, to prepare a position paper, advocating for a clearer licensing framework and for educational standards for chiropractic practitioners in Vietnam.

Assisted Sojitz Corporation to conduct 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.

Acted for Pharmacity, Vietnam’s largest retail pharmacy chain, to conduct a company-wide legal data audit, with regard to its collection, processing, use, and storage of the personal data of customers, employees, suppliers. We also advised on compliance with upcoming changes to the data protection law.

Acted for Nguyen Kim Corporation in the sale of its pharmaceutical subsidiary to Zeria Pharmaceutical from Japan.

Assisted Hoan My Medical Corporation in the proposed acquisition of a chain of pharmacies (indirectly invested by a Japanese fund) and acted for the client in a structure for cooperation with this chain to operate a pharmaceutical supply hub.

Acted for Syskan, a Japanese firm, to research regulations and to get input from licensing authorities, on establishment of a health clinic in Vietnam (Binh Duong Province) with further emphasis on required qualifications of Director of the clinic.

Acted for [an unnamed] 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.

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    Significant Cases

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    Russin & Vecchi has a unique history in Vietnam. It had an office in Saigon from 1967 to 1975 and had a large commercial practice at that time. It returned to Vietnam, and in 1993 it was licensed as one of the first few foreign law firms permitted to practice in Vietnam, and it opened its current offices in Ho Chi Minh City and Hanoi.

    Clients include large multinationals with long experience in Vietnam. They include both Vietnamese and foreign owned firms. Some of our clients are introduced by international law firms, some are introduced by existing clients, and many learn of us by simple word of mouth or based on our experience or reputation in the market.

    There are several independent offices of Russin & Vecchi. They are in New York, USA; Taipei, Taiwan; Santo Domingo, Dominican Republic; Bangkok, Thailand; Moscow, Vladivostok and Yuzhno-Sakhalinsk, Russia. There is no shared governance.

    Heineken was the firm’s first client in 1993 and Russin & Vecchi worked with Heineken and the government with much good will involved all around, as the Government had little experience in such an investment, and all parties wanted to cooperate. The parties eventually agreed on a process that was acceptable to both Heineken and the Government. The brewery was one of Vietnam’s first foreign invested high-profile projects.

    There was an odd series of successful claims made by former Vietnamese contractors against the US Government for contractual work they did in Vietnam on US projects constructed during the war.