MERGERS & ACQUISITIONS

Notable Financial Sector, Private Equity, Insurance 

MoMo
Raise 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 and US$100 million Series D from Warburg Pincus, Goodwater Capital, Kora Management, Macquire Capital, Tybourne Capital and others, in 2020. 

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 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. 

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). 

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 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 cement joint venture in Vietnam. 

PENM (formerly BI) (Denmark)
Acquisition of 30% of food processing company. 

PENM
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. 

VinaCapital
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. 

TNT Express
Acquisition of shares in TNT Vietrans Express Worldwide (Vietnam) Company Limited. 

Notable Healthcare Sector 

Fortis Healthcare International Pte., Ltd.  

Acted in 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 to augment and consolidate 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 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).

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
Due diligence for intended global acquisition of textile operations across 21 countries, including the USA, Germany, Spain, Canada, India, Australia and Vietnam.

Chart Industries
Due diligence and transaction documentation for successful acquisition of Howdew, 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 with it in the acquisition of ISHCMC, as part of a global acquisition of a chain of schools. 

KPMG

Along with Clyde & Co, assisted in the acquisition of 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 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. 

FiviMart
Sale of 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 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 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. 

Posco (Korea)
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. 

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 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.