Navigate Your Merger & Acquisition Journey with Legal Guidance from Russin & Vecchi
Mergers and acquisitions (“M&A”) transactions are inherently complex, involving many legal, financial, and strategic considerations. Successfully navigating this complex landscape requires a deep understanding of corporate laws and regulations, meticulous due diligence, practical negotiation skills, and careful assessment of risks and benefits.
Moreover, M&A transactions are unique in nature, with each deal having its own specific circumstances and reasons for undertaking the transaction. This further adds to the complexity, as the strategies and considerations involved may vary significantly from one deal to another.
Mergers and acquisitions lawyers play a crucial role in the corporate world by facilitating efficient combinations or acquisitions of companies, enabling business expansion or restructuring.
We are involved in various aspects of the M&A process, including:
- Due diligence
- Deal-making
- Negotiation
- Integration planning
- Regulatory compliance
- Assessing the risks and benefits
Navigating the complex landscape of mergers and acquisitions requires expert legal and regulatory insight. Without our professional guidance, there is a risk of facing costly delays or, even worse, the collapse of the transaction.
This is where our experienced M&A attorneys come in. We offer strategic counsel necessary to effectively steer through these challenges, ensuring compliance and protecting your interests at every stage.
With our expertise, you can navigate the M&A process with confidence and achieve successful outcomes.
Your Trust is Our Mission
Russin & Vecchi is an international law firm with a long-standing presence in Vietnam. With a history spanning over 60 years, we have established deep roots and unique connections within the country.
Our office in Vietnam was initially opened in 1966 and later reopened in 1993 with Heineken as our first client. Since then, we have been actively involved in Vietnam’s development and have witnessed the country’s progress firsthand.
Our team comprises four partners and twenty lawyers who work collaboratively across our offices in Ho Chi Minh City and Hanoi. With a strong collegial culture and extensive experience, we are well-equipped to handle a diverse range of legal matters.
As the oldest law firm in Vietnam, we have been involved in groundbreaking transactions, contributing to the creation of innovative solutions. We serve as special counsel to local and global clients, offering guidance on navigating Vietnam’s complex regulatory landscape. From entry strategies to day-to-day operations, we provide comprehensive legal support tailored to our clients’ needs.
Our track record of success and recognition from reputable legal publications reflect our commitment to delivering quality legal services.
Our Role in Your M&A Process
Russin & Vecchi’s attorneys are highly experienced and bring a wealth of expertise to the mergers and acquisitions (“M&A”) process, such as:
Navigating Complex Regulatory Waters
Mergers and acquisitions entail navigating complex legal and regulatory challenges. Without expert guidance, the risk of costly delays or deal failure increases.
Our seasoned M&A lawyers provide strategic advice to navigate these challenges smoothly, ensuring compliance and safeguarding your interests at every step.
We possess a deep understanding of the legal landscape and can effectively guide you through the intricate maze of regulations.
Protecting Your Interests in High-Stakes Negotiations
Every detail matters in the high-stakes world of mergers and acquisitions. That is why at Russin & Vecchi, our attorneys specialize in diligently protecting your interests and securing highly favorable terms during negotiations.
Leveraging our expertise and extensive experience, we provide strategic guidance that empowers you to confidently navigate the negotiation process and achieve the best possible outcome for your business.
Whether crafting advantageous agreements, conducting thorough due diligence, or skillfully advocating for your interests, our team ensures you emerge from negotiations with a favorable and advantageous position.
Maximizing Value and Minimizing Risk
At Russin & Vecchi, we recognize that the success of an M&A deal extends beyond the mere act of closing the transaction. Considering how well the deal will position your business for future growth and success is equally important.
Our approach focuses on both maximizing the value of your deal and minimizing potential risks, securing a prosperous future for your business.
Our team conducts thorough due diligence to ensure a prosperous future for your business, leaving no stone unturned. We meticulously analyze the potential benefits and drawbacks of the deal, taking into account various factors such as market conditions, synergy potential, and financial implications.
Achieving Efficient and Timely Closures
Mergers and acquisitions (M&A), time is a critical factor, as delays can incur significant costs and have detrimental effects on the success of the deal.
With Russin & Vecchi by your side, you can trust that your M&A process will be managed with precision and efficiency, ensuring timely closures and minimizing any potential risks associated with delays.
Navigating Post-Merger Integration Smoothly
At Russin & Vecchi, we understand that the true work often begins after the deal is closed. Our team of experienced M&A lawyers goes beyond assisting with the transaction, we provide invaluable support during the critical post-merger integration process.
Our dedicated professionals work closely with you to develop a comprehensive integration strategy tailored to your needs and goals. Whether it involves aligning cultures, integrating operations, or optimizing resources, our team provides guidance and expertise throughout the entire process.
By leveraging our deep understanding of M&A dynamics and drawing upon our extensive experience, we will help you navigate the complexities of post-merger integration with confidence.
How We Can Help
At Russin & Vecchi, we offer specialized expertise in banking and capital market services. With a deep understanding of the Vietnamese regulatory landscape, we assist clients in navigating complex M&A transactions.
Notable Mergers & Acquisitions matters
MoMo
Raised capital through several series of private placements and rights issues with foreign private and sovereign investment funds, including multi-million US dollar Series C from Warburg Pincus in 2018, US$100 million Series D from Warburg Pincus, Goodwater Capital, Kora Management, Macquarie Capital, Tybourne Capital and others, in 2020 and US$200 million Series E from Mizuho, Ward Ferry, Goodwater Capital and Kora Management.
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].
Shinshei Bank (Japan)
Due diligence and shortlisted bidding for a strategic foreign investor under equitization of Vietcombank.
Nippon Life (Japan)
Due diligence and shortlisted bidding for a strategic foreign investor under equitization of Bao Viet Insurance.
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 a strategic foreign investor AXA (France).
Oman Investment Fund (OIF)
Strategic foreign investor’s VND810 billion subscription of shares in PetroVietnam Insurance (PVI).
Post & Telecoms Insurance (PTI)
VND1,100 billion private placement to a strategic foreign investor Dongbu Insurance (Korea).
Samsung Fire & Marine Insurance
Strategic foreign investor’s VND550 billion subscription of shares in Petrolimex Joint Insurance Corporation (PJICO).
Global Insurance Corporation (Vietnam)
Private placement of 25% strategic stake to Ergo (Germany).
Notable Private Equity Sector
Citi Venture Capital
Acquisition (including due diligence) and subsequent sale of interest in a cement joint venture in Vietnam.
PENM (formerly BI) (Denmark)
Acquisition of 30% of a food processing company.
PENM
Due diligence for the acquisition of a stake in a coconut processing company.
Due diligence for the acquisition of a sizable stake in the 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.
VinaCapital
Acquisition of a controlling stake in a 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 an 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’s leading electric fan manufacturer, and subsequent exit through sale to SEB Group, France’s leading electrical appliance manufacturer and distributor.
TNT Express
Acquisition of shares in TNT Vietrans Express Worldwide (Vietnam) Company Limited.
Notable Healthcare Sector
Fortis Healthcare International Pte., Ltd.
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.
Hoan My Medical Corporation
Assisted in augmenting and consolidating their super-majority ownership in two existing hospitals, Hoan My Minh Hai and Hoan My Da Nang.
Hoan My Medical Corporation
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 the performance of conditions precedent and rectification of due diligence issues, advised on the funding structure and prepared funding documents, coordinated closings, and assisted in post-acquisition integration. The acquisitions include:
- 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).
Cotec Healthcare Group
Acted 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.
Notable Industrial, Manufacturing, Service Sector
Coats
Acted as Vietnamese counsel in due diligence for the intended global acquisition of textile operations across 21 countries, including the USA, Germany, Spain, Canada, India, Australia, and Vietnam.
Chart Industries
Acted as Vietnamese counsel in due diligence and transaction documentation for the successful US$4.4 billion acquisition of Howden, a leading global provider of mission-critical air and gas handling products headquartered in the UK with operations in multiple countries in Europe and Asia, including Vietnam.
Clyde & Co
Acted as Vietnamese counsel in due diligence for the intended acquisition of ISHCMC, as part of a global acquisition of a chain of schools.
KPMG
Along with Clyde & Co, assisted in the acquisition of a multi-country operating law firm, including its offices in Vietnam.
Notable Distribution Sector
TCC Holding (Thailand)
Acquisition of Metro’s Cash & Carry business in Vietnam in a US$900 million transaction. [2015 Vietnam Deal of the Year; In-House Community].
Berli Jucker Public Company Limited (Thailand)
Acquisition of Phu Thai Group, the largest wholesale distribution network in Hanoi, and subsequent buy-out of the convenience store business from Family Mart.
Berli Jucker Public Company Limited (Thailand)
Acquisition of Fraser & Neave’s equity interest in a Vietnam-based glass manufacturing business.
Berli Jucker/Phu Thai Group
Acquisition of a convenience store chain in Vietnam from FamilyMart.
FiviMart
Sale of a convenience store chain in Vietnam to Aeon.
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.
Notable Infrastructure Sector
Ayala Group
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.
China Merchants Group
Along with Linklaters, advised on a 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.
Mitsui (Japan)
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 asset sale, reviewing the acquisition documentation, and assisting the buyer to deal with regulatory issues post-closing.
Tuan Loc Water
Assisted in the sale of a 49% interest in a structure comprised of three water distribution companies and a wastewater 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.
Posco (Korea)
Proposed acquisition of a hydropower plant, including an 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.
Manila Water
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 the restructuring of Saigon Water Infrastructure (a spin-out from CII); assisted in investment in a water treatment plant in a highlands province, including due diligence review in respect of the target treatment plant, advice on investment structure, preparation and negotiation of transaction documentation.
Undisclosed Japanese telecoms corporation
Advised on the legal framework for the 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.
