The country-specific Q&A looks at current market activity; the regulation of recommended and hostile bids; pre-bid formalities, including due diligence, stake building and agreements; procedures for announcing and making an offer (including documentation and mandatory offers); consideration; post-bid considerations (including squeeze-out and de-listing procedures); defending hostile bids; tax issues; other regulatory requirements and restrictions; and any proposals for reform.

M&A Activity

1. What is the current status of the M&A market in your jurisdiction?

Vietnam has remained an attractive destination for foreign investors. In the first 11 months of 2022, the total amount of foreign direct investment (FDI) was USD25.1 billion, 95% of 2021’s figure. Investment in the form of capital contribution and share purchase valued at USD9.54 billion, while capital adjustment was USD9.54 billion, and new capital registration was USD11.52 billion. Foreign investment concentrated in business in the following sectors:

• Consumption (USD 1.2 billion).
• Real estate (USD 1.5 billion).
• Energy (USD 600 million).

Most investors come from:

• Singapore (~USD 1.2 billion).
• United States (~USD 570 million).
• Korea (~USD 370 million).

Up to October 2022, there were 40 large transactions, of which there are 20 large transactions in real estate sector, 10 in retail sector and 7 in food sector.

2. What have been the largest or most noteworthy sector-specific public M&A transactions in the past 12 months?

Real Estate

• The most notable deals in the real estate sector were:
• CapitaLand Development has successfully transferred Grade A office building Capital Place for USD550 million
• Keppel Land has signed an agreement to buy 49% shares in 3 land plots in Hoai Duc, Hanoi of Phu Long Real Estate Joint Stock Company with a total value of about USD 119 million.
• US investment fund Warburg Pincus has poured USD 250 million into Novaland
• VinaCapital and Dragon Capital has invested USD 103 million in Hung Thinh Land
• Boustead Singapore has acquired 6 logistics projects under the investment portfolio of Khai Toan Joint Stock Company in industrial parks in Dong Nai and Bac Ninh, with a value of USD 84.2 million.

Retail

• Masan spent 110 million USD (equivalent to 2,500 billion VND) to buy 31% more shares and become the parent company of Phuc Long milk tea chain. After the transaction, Masan Group owns a total of 51% shares of Phuc Long.
• Singapore United Overseas Bank (UOB) acquired Citigroup’s retail business in four Southeast Asian countries, Indonesia, Malaysia, Thailand and Vietnam for about S$4.915 billion.
• The Gioi Di Dong has a joint venture with PT Erafone Aratha Retailindo, a subsidiary of Erajaya Corporation to establish PT Era Blue Elektronic.
• Food
• Temasek, SeaTown Private Capital Master Fund (Singapore) and Periwinkle Pte Ltd acquired a 35.95% stake in Golden Gate from Prosperity Food Concepts Pte. Ltd (Singapore) and other individual shareholders

M&A transaction between Nova Consumer and Sunrise Foods Co., Ltd., through which Nova Consumer owns Anco Family Food company Other

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