1) In the past 12 months, notable M&A transactions in Vietnam included KEB Hana acquiring a 15% stake in Vietnam Development Bank, DHG Pharma becoming a subsidiary of Taisho, and SK Group acquiring a 6.15% stake in VinGroup. 2) M&A transactions in Vietnam usually involve share acquisitions or asset acquisitions, with share acquisitions being more common. Foreign investors typically acquire shares from existing shareholders or subscribe to new shares. 3) Factors that may affect Vietnam's M&A market in the next 12 months include the country's increasing integration into the global economy, pressure to privatize state-owned enterprises, and reforms to attract more

1. Lawyer in Vietnam Dr. Oliver Massmann Public Mergers and Acquisitions:
market analysis overview 2020
Largest or most noteworthy public M&A transactions in the past 12 months
IT and electronic equipment
Samsung SDS became the largest shareholder of CMC after paying VND850 billion to buy shares in
the latter.
Oil gas and chemicals
There have been no major deals in the last 12 months.
Financial
KEB Hana became a major shareholder of Vietnam Development Bank (BIDV) when it bought 603.3
million shares, equivalent to 15% of BIDV's capital, in November 2019.
Mining, metals and engineering
There have been no major deals in the last 12 months.
Pharmaceuticals, biotechnology and healthcare
In April 2019, DHG Pharma officially became a subsidiary of Taisho after the Japanese company
raised its holdings to 50.78% of total shares in the latter.
Other
In May 2019, SK Group paid USD1 billion for 6.15% ownership of VinGroup.
In April 2019, Gelex Electrical Equipment Co. Ltd, a subsidiary of Vietnam Electrical Equipment
Corporation (Gelex), completed the purchase of 27 million shares of Viglacera, divested by the
Ministry of Construction.
In November 2019, Thai WHA Utility and Power Company purchased 34% of equity in Duong River
Surface Water JSC.
Mitsui & Co. (Japan) bought 35.1% of Minh Phu Seafood Corporation's capital.
The major trends in the structuring of public M&A transactions
In Vietnam, M&A transactions usually take the form of either share or asset acquisitions, with share
acquisition transactions outnumbering asset acquisition transactions.
Share acquisitions by foreign purchasers are commonly structured as offshore direct investments. The
new investor can:
· Acquire shares or capital contributions from an existing shareholder in the target (for
example, a joint stock company, limited liability company, and so on).
· Subscribe for newly issued shares of the target (for a joint stock company).
· Make further capital contributions to the target (for a limited liability company).

2. In the case of an asset deal, a foreign purchaser must generally establish a new subsidiary in Vietnam.
In addition, M&A transactions can also take the form of a merger. One or more companies of the
same type can be merged into another company by transferring all assets, rights, obligations and
interests to the merged company, terminating the existence of the merging company.
The 2014 Enterprise Law sets out the types of business structuring that can be used by investors as a
result of M&A transactions. In addition, the 2014 Investment Law is the first law that regulates M&A
transactions and clearly provides that such transactions do not require an investment registration
certificate. Now, the foreign investors must seek approval from the local Department of Planning and
Investment of the transaction if the:
· Target company operates in conditional business sectors applicable for foreign investors.
· Investment leading to foreign ownership of the target company is 51% or more (in particular,
from below 51% to more than 51% and from 51% to above 51%).
In other cases, the target company only needs to register a change of membership or shareholding at
the Business Registration Division. This change has ended years of uncertainty and frustration faced
by foreign investors seeking entry into the Vietnam market or expansion through M&A transactions.
The level/extent of private equity-backed bids in the past 12 months
Investment in the form of M&A transactions is still the most popular form compared with private
equity investment. In recent months, private equity funds have been following the securities market in
Vietnam, especially companies carrying out value chain operations. Consumer goods real estate and
retail are sectors that attract the most attention. However, due to limited publicly available
information, it is not possible to fully assess the level of private equity-backed bids.
The largest or most noteworthy public M&A transactions financed
This information is not made public.
The approach of the competition regulator(s) and other regulators in the past 12 months
Competition Law No. 23/2018/QH14 was issued by the National Assembly on 12 June 2018, and is
enforced by the Vietnam Competition Authority (VCA). Under this law, any M&A transaction that
causes or may likely cause substantial anti-competitive effects on the Vietnamese market will be
prohibited.
The National Competition Commission assesses substantial anti-competitive effects caused or likely
caused by economic concentration based on the following factors:
· Combined market share of enterprises engaging in the economic concentration on the relevant
market.
· The degree of concentration on the relevant market before and after the economic
concentration.

3. · The relationship of the parties engaging in the economic concentration in the production,
distribution or supply chain for a certain kind of good or service or the business lines of the parties
engaging in the economic concentration which are part of or complementary to one another.
· The competitive advantage brought about by economic concentration in the relevant market.
· The ability of enterprises to significantly increase their prices or return on sales after the
economic concentration.
· The ability of enterprises to remove or prevent other enterprises from entering or expanding
within the market after the economic concentration.
· Particular factors applicable in specific sectors and domains where enterprises are engaging in
an economic concentration.
At the time of writing this article, the National Competition Committee has not been formed and the
Department of Competition and Consumer Protection (under the Ministry of Industry and Trade)
remains the authority that resolves issues related to competiton law and regulations. For more
information on the Department, see www.vca.gov.vn/Default.aspx?lg=2.
Blocked transactions
To date, the VCA has not blocked any transactions.
Main factors affecting the public M&A market over the next 12 months
The country's deeper and wider integration into the world's economy is offering new opportunities for
M&A activities.
Another factor includes the high pressure faced by the government to privatise state-owned
enterprises to meet requirements under signed trade pacts, especially the EU – Vietnam Free Trade
Agreement, which came into force on 1 August 2020.
Encouraging signs for foreign investment include:
· Reformed policies to allow wider access to foreign investors.
· ASEAN Economic Community single market and production base.
· The conclusion of free trade agreements (FTAs), including the EU – Vietnam FTA and The
Comprehensive and Progressive Trans-Pacific Partnership (CPTPP).
· Vietnam’s super rich population is growing faster than anywhere else and is on track to
continue leading the growth in the next decade.
· Equitization of state-owned enterprises will speed up.
The introduction of the new Investment Law, Enterprise Law, Resolution No. 42 on handling bad
debts and other laws and policies are creating an improved legal environment for investment and trade
in general, and the M&A market in particular. However, the following factors also affect M&A
transactions:
· Divergent interpretations and implementations by local licensing authorities of international
treaties such as Vietnam's WTO Commitments.

4. · Different licensing procedures applied to different types of transactions (for example, for
foreign invested companies and domestic companies, public companies and private companies, and
for buying state-owned shares or private shares).
Although legal and governance barriers, along with macro instability and the lack of market
transparency are still the greatest concerns for investors, M&A deals in Vietnam are still expected to
be one of the key, effective channels for market entry.
The major expected trends in the Vietnam M&A market include:
· Bank restructurings.
· Acquisitions and anti-acquisitions, particularly in the real estate sector.
· Growing Korean, Japanese and Thai investment in Vietnam through M&A transactions.
· Reform of SoEs.
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Please do not hesitate to contact the author Dr. Oliver Massmann under omassmann@duanemorris.com.
Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC, Member to the
Supervisory Board of PetroVietnam Insurance JSC and the only foreign lawyer presenting in
Vietnamese language to members of the NATIONAL ASSEMBLY OF VIETNAM.