STOXPLUSs-MA-REPORT-2018 Final TPLXXXXX 20180919171653 PDF

Thuan Nguyen, FCCA Dong Le, CFA Hai Khieu Trang Pham
Chief Executive Officer Director, Biinform Assistant Manager Market Analyst

StoxPlus Corporation StoxPlus Corporation StoxPlus Corporation StoxPlus Corporation
thuan.nguyen@stoxplus.com dong.le@stoxplus.com hai.khieu@stoxplus.com trang.phamthu@stoxplus.com
+84(24) 35626962 (ext. 111) +84(24 ) 35626962 (ext. 110) +84(24) 35626962 (ext. 121) +84(24) 35626962 (ext. 108)
Preface
StoxPlus is pleased to present our intensive About StoxPlus
report of Vietnam M&A 2018. In addition to
the M&A data mining, we also focus on M&A This report is prepared by a team of
opportunities by featuring some industries experienced analysts, researchers and data
where we recognize potential investment clerks at StoxPlus. StoxPlus is a leading
opportunities will be arising given its new financial and business information provider in
dynamics and regulatory developments. We Vietnam. Our services include provision of
also reviewed latest status of SOE IPOs and high quality data feeds, analytic tools and
divestments, and Banks Restructuring. market research.
Our M&A report utilized extracted database StoxPlus is now serving a client portfolio of
with over 7 years of historical data in over 100 corporate data clients including
Vietnam. In addition to data analysis, the securities companies, research houses, asset
report also relies on the authors’ extensive managers, investment companies, and
knowledge and experience in advising deals in thousands of sophisticated individual
Vietnam. We have surveyed relevant foreign investors.
and local institutional investors as well as
conducting a number of in-depth interviews in Our Biinform division has been established as
with experienced M&A advisers and an independent research house in Vietnam to
Government officials during our preparation. provide local insights to our clients at quality
standards of the World’s prestige advisory
We strongly believe that this report will be firms. More details can be found at
valuable to institutional investors, investment www.biinform.com.
companies and foreign players who are
considering M&A as a strategy to set a If you have any questions about this report or
foothold or to expand your business in our services, please do not hesitate to contact
Vietnam. Thuan Nguyen, CEO of StoxPlus at
thuan.nguyen@stoxplus.com or +84 (24) 3562
6962, ext 111.
Vietnam M&A Research Report 2017-1H2018 | Issue 8 | August 2018 2

Table of contents
PREFACE 2
1. M&A ACTIVITIES REVIEW 04 - 25
1.1. The Whole Market 4–9
1.2. Inbound M&A 10 – 19
1.3. Domestic M&A 20 – 23
1.4. Outbound M&A 24 – 25
2. M&A THEMES 2017 – 1H2018 26 – 34
2.1. SOE IPOs & Divestment 26 – 29
2.2. Banks & Financial Services Restructuring 30 – 32
2.3. Increasing Foreign Capital Inflows 33 – 34
2.4. Valuation Review 35 – 37
APPENDICES AND DISCLOSURES
Appendix 38 – 54
Our Methodology 55 – 56
Important Disclosures 57
About Us 58
@ 2018 StoxPlus Corporation.

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Vietnam M&A 2018 Research Report| Issue 8 | August 2018 3

Section 1: M&A Activities Review
1.1 The Whole Market
1.2 Inbound M&A
1.3 Domestic M&A
1.4 Outbound M&A
Vietnam M&A 2018 Research Report| Issue 8 | September 2018 4

Section 1: M&A Activity Review | The Whole Market
Remarkable M&A record for year 2017 and strong growth

momentum for 1H2018
Figure 1: Vietnam M&A Total Deal Value (US$mn) & Number of Deals, 2003 – 1H2018
13,381
600
1H2017 vs. 1H2018
12,000 155
500 10,154
10,000
400 104
8,000
6,314
300 5,226
Total deal value (US$mn)

5,143 4,788 6,000 3,598 3,761
200 3,504 3,761
4,000
1,719 1,750
100 1,117 1,140 2,000
118 34 61 299
TOTAL DEAL VALUE
0 0 (US$mn)
NO. OF DEALS
Deal Value Number of deals

Source: StoxPlus
NEW RECORD HIGH was set in Vietnam M&A 2017 with total deals value of US$13.38bn thanks to a number
of “mega” deals. Fueled by growth of 2017, M&A activities in 1H2018 continued its upward trend. Particularly,
total 1H2018 M&A deal value recorded at US$3.76bn which is slightly 4% increase from US$3.59n in 1H2017.
2017 M&A activities set new record high with a M&A activities in 2017 and 1H2018 were driven
massive jump in total deal value to US$13.38bn, by an increasing number of mega deals valuing
increasing deal value by 32% compared to the over US$100mn. In particular, mega deals
previous year 2016 even despite lower deal contributed 75% of total M&A deal value of
number (262 deals in 2017 compared to 307 2017, and also 75% of total M&A deal value
deals in 2016). Overall in 2017, M&A transactions 1H2018. Bidders of these mega deals were
spread across various sectors: Real Estate domestic, as well as foreign investors. Highest
(US$3.46bn ~ 41 deals) , Food & Beverage valued deals in 2017-1H2018 were closed by
(US$6.32bn ~ 35 deals), Industrial Goods & bidders from familiar countries like Thailand,
Service (US$795mn ~ 32 deals), and Construction Singapore, Hong Kong, United States and
& Materials (US$655mn ~ 20 deals). Japan.
M&A activities in recent years had been on an Specifically, mega deals of 2017 included the
upward trend and after hitting record in 2017, acquisitions of SABECO by ThaiBev at US$4.7bn,
M&A market in 1H2018 expected to be no less Vinamilk by Jardine C&C at US$1.15bn, Vincom
active. 1H2018 witnessed a drop in deal volume, Retail by multi investors at US$743mn, Happy
but still an upturn in deal value compared to the Land Project by Vina Oscar Hotel at US$668mn
same period of previous year 1H2017.
Particularly, there were 104 deals in 1H2018 Significant deals of 1H2018 Vinhomes by GIC
with total deal value of US$3.76bn. The three Private Ltd at US$4.7bn, Berjaya Vietnam
most buoyant industries in terms of deal value in Financial Center by Vinhomes, Techcombank by
1H2018 are Real Estate (US$1.94bn ~ 17 deals), Warburg Pincus LLC., ACB Bank by Alp Asia
Banks (US$742mn ~ 3 deals) and Financial Finance Vietnam.
Services (US$297mn ~ 9 deals).

2017 M&A: Food & Beverage dominated via mega deals

Figure 2: Total M&A Deal Value (US$mn) & Number of Deal by Top Sectors, 2017
6,317 41
34
31
35
3,476
17
20 13 13 14
11 11 10
155 6 5
749 655 482 466 200
244 77 77 74 231
215
Food & Beverage
Real Estate
Industrial Goods &
Construction &
Banks
Health Care
Financial Services
Personal & Household
Basic Resources
Utilities
Chemicals
Travel & Leisure
Insurance
Others
Materials
Services
Goods
2017 TOTAL DEAL VALUE 2017 NO. OF DEALS
Source: StoxPlus
In terms of total deal value: In terms of number of deals:

• Food & Beverage generated the most value in • Real Estate was the most active sector for
2017. M&A in this sector alone recorded M&A activities in 2017 – 41 deals or
US$6.32bn, equivalent to 47% of the year’s approximately 16% in total M&A deal
number in 2017. Real Estate only scored
M&A activities. The most noticeable M&A deal
second highest in deal value, but the
in F&B was the acquisition of 53.59% stake in highest in deal volume. Vietnam's recovery
SABECO by ThaiBev at US$4.7bn. Excluded from the housing bust of 2009-2013 and
this deal, the remaining F&B deals generated current booming economy heat up this
about US$1bn deal value, including 5.5% stake market, especially through M&A. There
acquisition of Vinamilk by Jardine C&C at were both old and new real estate being
acquired in the market for M&A. Most of
US$1.15bn, 57.3% stake acquisition of VILICO
M&A in real estate projects were purchase
by GTNFoods at US$27.59mn. of on-going or delayed projects that
• Real Estate ranked the second in terms of needed more capital to resume.
deal value, with 41 transactions valuing at • Industrial Goods & Services, Food &
US$3.48bn, equivalent to 25% of the year’s Beverage, Constructions & Materials and
M&A activities. The most significant 2017 Real Utilities were among the most active
Estate deals included US734mn deal from industries in 2017 with high potential
demand, and consistent performance over
Vincom Retail IPO, attracting multi-investors
the years. In addition, Vietnam’s broad
from Asia. macroeconomic stability certainly boosted
activities within these aforementioned
sectors.

1H2018 M&A: strong growth momentum remained and the

rise of Banks and Financial Services sectors
Figure 3: Total M&A Deal Value (US$mn) & Number of Deal by Top Sector, 1H2018
18
17
10
9 9
8
7 7
1,945 742 5
4
3
3 297 74 2 2
142 137 121 21 18 9 17
107 93 38
Real Estate
Banks
Financial Services
Personal & Household
Food & Beverage
Construction &
Basic Resources
Oil & Gas
Retail
Utilities
Industrial Goods &
Chemicals
Automobiles & Parts
Others
Materials
Services
Goods
1H2018 TOTAL DEAL VALUE 1H2018 NO. OF DEALS
Source: StoxPlus
In terms of total deal value: In terms of number of deal:

• Real Estate remained strong momentum and • Real Estate secured the first position,
consistently appeared in top 5 most active being the most active sector for M&A
sectors for M&A in the last 7 years according to activities with 17 deals or approximately
our database since 2011 . In 1H2018, Real Estate 16% in total number of deals in 1H2018.
sector recorded 17 transactions, totaling at The upward trend of Vietnam real estate
US$1.95bn or 49% of total M&A deal value for seemed to prolong thanks to growing
the first half of 2018. Significant M&A deals population and rapid urbanization resulting
included the acquisition of undisclosed stake in property demands. 1H2018 recorded the
in Vinhomes by GIC Pte Ltd (Singapore) at IPO of Vinhomes, the residential property
US$1.3bn and 88% stake acquisition of Happy arm of Vietnamese conglomerate
Land Project by Vina Oscar Hotel (Vietnam) at Vingroup, had priced the country’s biggest
US$688mn. There was also an IPO of Vincom equity offering at the top of its
Retail, attracting US$743mn from several prospective range, raising $1.3bn from GIC
investors from Asia and the U.S. Pte Ltd (Singapore). Remaining deals were
the sales of vendor’s shares to new
• Banks and Financial Services ranked to 2nd shareholders.
and 3rd in terms of deal value during 1H2018.
1H2018 witnessed several M&A in banks, • Food & Beverage, Constructions &
thanks to the great efforts by the Government Materials and Financial Services were
among most active industries during
in restructuring phase II of banks. Major M&A
1H2018. Over the years, these sectors
deals in Banks and Financial Services included
often performed steadily in terms of
the acquisition of Techcombank by Warburg
number of deals over the years. In
Pincus LLC. (U.S.), Vietnam's Asia addition, 1H2018 recognized increasing
Conmmercial Bank (ACB) by Alp Asia Finance number of deals in Financial Services and
Vietnam Ltd., Prudential Vietnam Finance Co among those deals were mega deals as
Ltd. by Shinhan Card Co. (Korea) well.

Deal size analysis: mostly small and medium sized deals, but
more than 70% of deal value came from mega deals
Figure 4: Vietnam M&A Total Deal Value (US$mn) and Number of Deal
BY DEAL VALUE BY NUMBER OF DEALS

100% 7% 5%
100% 8%
3%
80% 80% 5% 8% 10%
7% 8%
60% 74.8% 76% 74% 20%
60%
20% 31%
40% 40% 25%
20% 20% 14% 23%
19%
0% 6% 4%
0%
1H2018 2017 2016 1H2018 2017 2016
Less than US$1mn US$1-5mn
Less than US$1mn US$1-5mn
US$5-25mn 69.7%9.7%
10.5% US$25-50mn US$5-25mn 51.0%
13.1%
12.1% US$25-50mn
US$50-100mn 2016 More than US$100mn US$50-100mn2015 More than US$100mn
Source: StoxPlus
In terms of total deal value: In terms of number of deal
• In the last 3 years, mega deals valuing over • In 2017, the market saw 262 M&A
US$100mn drove M&A activities, transactions. Small and medium sized deals
accounting for over 74% of total deal value were the most voluminous. There were 73
but less than 10% of total number of M&A deals valued within US$5-25mn range,
deals. In particular, 2017 recorded 19 equivalent to 31% of total deal number.
mega deals, valuing US$10.19bn. Out of Small deals valued within US$1-5mn range
these 19 mega deals, only 3 were domestic recorded 62 transaction, equivalent to 23%
and the rest 16 were inbound deals. of total deal number. Following were 22
Significant domestic deals included 100% deals, 21 deals, 19 deals and 11 deals
stake acquisition of ANZ Bank Vietnam value US$25-50mn, US$50-100mn, more
Ltd’s Retail Division by Shinhan Bank than US$100mn, and less than US$1mn
Vietnam Ltd at US$240mn and acquistions respectively.
of 870-unit residential development in • 1H2018 carried similar trend with the two
HCMC by Capitaland at US$177mn. most active deal ranges valued at US$5-
Significant inbound deals included the 25mn (21 deals) and US$25-50mn (15
53.6% stake acquisition of SABECO by deals). Following were 7 deals, 7 deals, 6
ThaiBev (Thailand) at US$4.7bn and deals and 5 deals value US$25-50mn, more
acquisition of Vincom Retail JSC by than US$100mn, less than US$1mn, and
multiple investors valued at US743mn US$50-100m respectively.
• 1H2018 witnessed similar trend, as mega
deals valuing over US$100mn contributed
about 75% of the M&A activities in
Vietnam. There were 7 mega deals totaled
US$2.81bn. The only domestic deal was
the 98% stake acquisition of Berjaya
Vietnam Financial Center Ltd by Vinhomes
at US$516mn. Inbound mega deals
included the acquisition of Vinhomes by
GIC Pte Ltd, Techcombank by Warburg
Pincus LLC.
Vietnam M&A 2017-2018: Majority of capital flow came from

inbound deals
Figure 5: Total Deal Value by Category, 2013-1H2018
100%0.2% 0.1% 0.2% 0.1% 0.5% 0.0%
90%
80% INBOUND M&A

46.6% 48.4%
52.3%
70% 63.9% Value Volume
75.3%
60% (US$bn) (deals)
87.9%
50% Outbound 2016 4.91 97
40% Inbound
2017 11.79 147
30% Domestic
53.2% 51.5%
47.5%
20%
1H2018 2.83 40
36.0%
10% 24.4%
11.6%
0%
Source: StoxPlus
Foreign investor appeared to be relatively active with M&A activities in 2017 & 1H2018
• Throughout the years from 2013 to • Inbound M&A accelerated fast during 2017-
1H2018, Outbound deals remained 1H2018. The constantly changing economic
consistently inconsiderable, with the environment of Vietnam had provided
portion recorded less than 0.5% of M&A numerous opportunities for foreign
activities each year. investors. Vietnamese government had
• In 2015-2016, domestic and inbound M&A committed to creating a fair and attractive
were almost balanced, with just slightly business environment for foreign investors,
more capital flow from outside the and constantly improving its legal
nation’s borders. From 2016 forward, framework and institutions related to
inbound M&A started to attract increasing business and investment. The government
amount of capital. The highest value M&A also worked hard on restructuring the
transactions were usually closed by foreign economy and its model for growth, as well
investors. In fact, inbound M&A made up as enhancing national competitiveness.
87.9% of total M&A deal value in 2017 and Favorable trade policies, and FTAs
75.3% of the value in 1H2018. Meanwhile, between Vietnam and other countries
domestic deals in 2017 accounted for a altogether enhanced the credibility and
humble 11.5% of total M&A only. Moving transparency in governmental policies. As a
into 1H2018, Vietnamese investors had result, Vietnam had attracted more foreign
taken more M&A activities, bringing the capital inflows than ever.
portion of domestic deals to 24.4% of total
deal value.

1.2 Inbound M&A
1.3 Domestic M&A
1.4 Outbound M&A

Section 1: M&A Activity Review | Inbound M&A
Inbound M&A drove the market during 2017 – 1H2018
Figure 6: Inbound M&A (US$mn) in Vietnam, 2013 - 1H2018

14000 146 160
12000 140
Deal value (US$ million)
10000 120
92 97
87
No. of deal
100
8000 72
80
6000 4,914 INBOUND M&A
11,789
40 60 2013 - 1H2018
4000 3,058
2,439 2,833 40 US$ 26.89bn
1,832 535 Deals
2000 20
0 0
2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Accumulated inbound M&A deal value into Vietnam since 2013 reached US$26.89bn from 535
transactions. The year 2017 hit record with 146 deals valuing US$11.79bn. This was a massive jump
compared to the previous year in terms of both deal number and the proportion over total annual
M&A deal value in 2016. Inbound deal value in 2017 increased more than double compared to that of
2016. The first half of 2018 had already recorded US$2.83bn from 40 transactions. 1H2018 inbound
deals made up 75% of the current period M&A activities. These numbers considered humble compared
to the previous year, nevertheless 1H2018 saw more growth in domestic deals.
The shift in inbound M&A in 2017 – 1H2018 were the mega deals. In these agreements, foreign
investors acquired majority stake in leading Vietnam domiciled enterprises including leading brewery
SABECO, real estate conglomerate Vinhomes and Vincom Retail, dairy corporation Vinamilk, Ho Chi
Minh City Infrastructure Investment (CII), Techcombank, and Nam Long Investment Corp
Figure 7: Top 8 Inbound M&A Deals, 2017 – 1H2018
# YEAR ACQUIROR NATION TARGET COMPANY/ SECTOR DEAL VALUE

ASSET (US$mn)
1 2017 ThaiBev Thailand SABECO Food & Beverage 4,696.0
5 2018 GIC Pte Ltd. Singapore Vinhomes Real Estate 1,300.0
2 2017 Jardine C&C Sinagpore Vinamilk Food & Beverage 1,150.0
3 2017 Multi investors Multi Vincom Retail Real Estate 743.0
Hong Construction &
4 2017 Hong Kong Land CII 400.0
Kong Materials
6 2018 Warburg Pincus U.S. Techcombank Banks 370.0
Hankyu Realty &
7 2018 Japan Nam Long Investment Real Estate 306.5
Nishi Nippon Railroad
Warburg Pincus &
8 2017 U.S. Serenity Holdings Real Estate 300.0
VinaCapital
Source: StoxPlus

Inbound M&A in 2017: Thailand bulled in

Figure 8: Inbound M&A (US$mn) Deal by Country 2017
BY TOTAL DEAL VALUE BY NUMBER OF DEALS

0 1,000 2,000 3,000 4,000 5,000
27
Thailand
Singapore 19 19
Hong Kong 16
United States
US$743mn VRE deal 12
N/A 10
Japan by multi-investors
6 5
South Korea 4 3 3 3
China
United Kingdom INBOUND 2017
Poland
Taiwan US$11.79bn
Philippines
Cayman Islands
147 deals
Denmark
Majority Minority
Source: StoxPlus
From 2017, investors from Thailand and Singapore aggressively seized mega deals and lead in terms of deal
value. Meanwhile, Japanese and Korean investors even though contributed the most number of deals, but
usually just small and medium sized deals (agv. size US$23mn and US$24mn respectively)
Thai investors boldly put heavy investment in Singapore appeared to be a consistent investor
Vietnam by acquiring leading Vietnam domiciled to Vietnam via M&A. In 2017, Singapore
enterprises in recently years. Particularly, injected the second highest capital into
capital inflows from Thailand recorded only just Vietnam with US$1.79 from 16 deals. Real
Estate especially caught Singaporean investors'
4 transactions but totaled US$4.9bn, preference with 7 (out of 16) deals with total
accounting for 42% of total inbound deal value in value of US$443mn. Keppel Land was the most
2017. The biggest investment of Thai players active player for acquiring 5 projects in 2017.
was the 53.6% acquisition of Vietnam’s largest
brewery SABECO by ThaiBev at a record breaking U.S. and Hong Kong had stepped further into
deal valued at US$4.7bn. There was 1 deal in Vietnam M&A market through M&A and with
Basic Resources, the acquisition of Vina Paper large deals. U.S. and Hong Kong both invested
Co Ltd by Berli Jucker PCL valued at US$14.2mn. in a variety of sectors, with none stood out to
The 2 remaining deals were both closed by Siam be their major target. Hong Kong Land
Cement Group (SCG). SCG eyed on various acquired CII, and Kohlberg Kravis Roberts from
industries: Construction & Materials (100% stake the U.S. acquired Masan Nutri-Science
in Vietnam Construction Materials valued at Japan, South Korea and United Kingdom were
US$156mn) and Oil & Gas (75% stake in Long Son the most frequent investors to Vietnam and
Petrochem valued at US$36mn) lead in terms of deal number. However, these
investors usually closed small to medium sized
deals.

Inbound M&A in 1H2018: Singapore increased investment to

be the no.1 investor to Vietnam in terms of value
Figure 9: Inbound M&A (US$mn) by Country, 1H2018

10
0 500 1,000 1,500
8
Singapore
6
United States 5
4
South Korea
2 2
Thailand 1 1 1
Japan
INBOUND 1H2018
Malaysia
Philippines
US$2.7bn
39 deals
Hong Kong
Majority Minority
Source: StoxPlus
M&A in the first six months of 2018 recorded US$1.33 from 8 deals. The most capital flow to Vietnam in
1H2018 were from Singapore and the U.S.
Capital inflows from Singapore to Vietnam via American investors continued to show their
interest in Vietnam market with the 2nd and 3rd
M&A spiked up in 1H2018 to reach US$ 1.33bn place in terms of deal value and number,
with 8 deals, taking away the first place from respectively 6 deals valuing at US$464mn in
Thailand. In addition, Singaporean investors 1H2018. Most of American investors were
were particularly interested in real estate. In financial investors, hence highlighting their
fact, $1.33bn from disclosed transactions were interest in Banks sector of Vietnam. There
all real estate. The largest deal seized by were 4 mega deals in Banks sector. Highest
Singaporean bidder was the acquisition of valued deal was the acquisition of undisclosed
undisclosed stake in Vietnam’s leading real stake in Techcombank by Warburg Pincus LLC.
estate development conglomerate Vinhomes by The remaining deals were 9.1%, 5% and 6.5%
GIC Pte Ltd valued at US$1.3bn However, the stake acquisition in Asia Commercial Bank
remaining 5 transactions (3 Technology, 1 Real (ACB) by three funds Sather Gate Investment
Estate and 1 Construction & Material) by Ltd., Estes Investments Ltd and Boardwalk
Singaporean bidders did not disclose deal value. South Ltd respectively.
Japan had consistently appeared to be a stable
investor into Vietnam via M&A in terms of
volume. Inbound M&A by Japanese bidder
totaled US$144mn from 10 deals. Despite
largest in volume, deal value did not seem to
impress. Japan bidders did not close any mega
deal, instead they opted for small to medium
deals. The biggest deal was worth US$51mn
from the 45% stake acquisition of Vietnam Italy
Steel JSC. by Kyoei Steel Ltd.

Spotlight: Thailand’s ambition in Vietnam retail

Figure 10: Inbound M&A Deal Value & Number of Deals by Thai Investors, 2011 – 1H2018
6000 8
Perli Jucker 4,902.3 7
5000 CAPITAL INFLOWS
acquired
7 6
2011 - 1H2018 via M&A
Metro C&C US$ 8.88bn
4000 6 5
No. of deal
32 Deals
3000 4
2,289.0
4 4 4 4 3 Capital inflow to Vietnam
2000
from Thailand fluctuated
879.0 2
1000 over times, hit record by
273.2 258.6 213.5 1 end of 2017, however
5.5 20.7
0 1 1 0 recorded modest value
2011 2012 2013 2014 2015 2016 2017 1H2018 moving into 1H2018
Deal Value Vol
Source: StoxPlus
Investment wave from Thailand Thai’s top conglomerates such as Central Group,
TCC Holdings (ThaiBev and Berli Jucker), Siam
Upon enjoying robust domestic growth and Cement Group (“SCG”), and Singha had all
probably hitting market saturation, Thai firms expanded regionally and into Vietnam market
had aggressively started expanding business via M&A in recent years. In the past, Thai
further across borders via M&A. investors had made several attempts to takeover
Vietnam attracted capital inflow from Thailand Vietnam retail business. In 2016, Central Group
as the two countries shared closely related acquired 100% Big C Vietnam from French
cultural values and lifestyle, strategic location retailer Casino for US$1.05bn. Also in 2016,
within ASEAN community, favorable business Berli Jucker acquired Metro C&C from Metro
environment from Vietnam’s end such as
foreign-friendly policies, low labor and Group of Germany for US$727mn . In
manufacturing costs. However, Vietnam’s most December 2017, ThaiBev extended its SE Asia
prominence had to be the large untapped push with US$4.7bn via SABECO deal. ThaiBev
consumption market for over 90 million people, had eyed on SABECO ever since the Vietnam
which held tremendous potentials for Ministry of Industry and Trade announced its
consumer-based sectors like Retail or Food & state capital divestment plan earlier in 2016.
Beverage. SABECO was the largest brewery in Vietnam
owned by State. It had the largest distribution
According to StoxPlus’s database, accumlated
network and approximately 40% of market share
capital inflows of Thai firms into Vietnam via
recorded in 2016. ThaiBev did not hesitate to
M&A since 2011 reached US$8.88bn with pay such price to be the majority stake holder,
total of 32 deals up to 1H2018. Usually there given that SABECO used to have a foreign
were less then 7 deals each year. Nevertheless, ownership cap of 49%. By the time of this deal in
Thai investors, usually the nation’s top 2017, SABECO’s share price increased by 75%
conglomerates, aimed at mega deals. These and had P/E ratio of almost 47 times. SABECO
mega deals' availability was occasional, hence deal was not only largest M&A deal in Vietnam,
explaining the fluctuation over the years in but in South East Asia in 2017.
deal value.

Spotlight: Singapore increasingly invested in Vietnam’s real

estate via M&A
Figure 11: Inbound M&A (US$mn) into Vietnam by Singaporean Investors, 2011 – 1H2018
2000 18 Capital inflows to Vietnam from

1,790
1800 15 Singapore escalated quickly since
16
1600 16
the end of 2016, and hit recorded
14
13 1,329 in 1H2018.
1400 12
No. of deal
1200 1,004
8 8 10
8
800 595 2011 - 1H2018 via M&A
8 6
600
400 4 4 US$ 5.01bn
141
200 80
10 2 59 2 74 Deals
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
The “Asian Tiger” Singapore was most active 1H2018 had only 3 deals that disclosed
cross border investor in the region. value. All of them were real estate deals.
Singapore, was particularly active in investing via With total value of US$1.33bn, 1H2018
M&A across borders, as it was the regional leader officially became a landmark year for
in M&A value. M&A activities from Singapore into inbound M&A in the property sector even
before the year concluded. The first half of
Vietnam border since 2011 reached US$5.01bn
2018 had already recorded deal value
from 74 deals in various sectors. From 2016 to
greater than any year in the past. The
current period of 1H2018, capital injected to
single deal that heat up inbound real estate
Vietnam from Singapore had spiked up especially
through mega deals in real estate. Vietnam’s M&A from Singapore was the US$1.3bn
growing property market grasped Singaporean acquisition of Vingroup’s subsidiary
investors’ attention. As an emerging market, Vinhomes, Vietnam’s largest developer, by
Vietnam possessed high yielding opportunities GIC Pte Ltd, the sovereign wealth fund
seen less in matured markets. Half of the deals established by the Government of Singapore
closed in 2017-1H2018 were in real estate (12 out to manage Singapore's foreign reserves. GIC
of 24). Real estate deals within this period were was no stranger to Vietnam’s market,
having already acquired stakes of
worth US$1.77bn , equivalent to 68% of total
Vietnamese key player businesses.
deal value.
Before the Vinhomes deals came through,
2017 had multi sized real estates deals, however
GIC Pte Ltd already held 5% stake in Masan
the largest deal turn out to be in Food & Beverage
Group, 5.5% in VietJet, 0.7% in Vinamilk,
sector valuing US$616.6mn. It was the 10.3% stake
and 3.5% in FPT. Its total holdings reached
acquisition of Vinamilk, Vietnam’s largest dairy
a total value of US$658.6mn (for disclosed
company by Jardine C&C. There were 8 real
deals amount only). GIC is also looking at a
estate deals altogether valuing US$443.13mn.
potential acquisition in Vietcombank when
this bank plans to issue additional 10% stake
via private placement in 2018.

Spotlight: U.S. interested in investing in various sectors

Figure 12: Inbound M&A Activities (US$mn) into Vietnam by American Investors, 2011 –
1H2017
1800 1,617 16
1600 14 14
1400 12
1200 11
10 10 10
No. of deal
8 8 8 8
800 2011 - 1H2017 via M&A
552 526 525 6
600
400
499
4 4 US$ 4.05bn
200 55
126 149 2 73 Deals
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
The United States had been more active in Vietnam’s M&A market since the downturn in
investment in 2015-2016. Since then, the U.S. ranked 3rd and 2nd in terms of deal value of M&A
into Vietnam in 2017 and 1H2018 accordingly. Inbound M&A from the U.S. in 2017 totaled
US$1.62mn in value in from 11 transactions. Overall, American firms invested in a wide range of
deal sizes: 4 deals valued more than US$100mn, 2 deals valued US$50-100mn, and 2 deals valued
less than US$25mn and 5 deals’ value remained undisclosed.
The number of deals from the U.S. were modest, but the deal value were not. For the first half of
2018, American firms had injected more capital into Vietnam via M&A in various. There were a few
IPOs of big Vietnamese banks in 2018 like Techcombank and Asia Commercial Bank that attracted
American investors. These were the highest valued deals from the U.S. American firms also made
large investments in other sectors such as Food & Beverage, Industrial Goods & Services and Real
Estate.
Deal value
Year Acquiror name Target company/ asset % Stake acquired Type
(US$ mn)
2018 Warburg Pincus Techcombank N/A Minority 370
2017 Warburg Pincus & VinaCapital Serenity Holdings 100% Majority 300
2017 Warburg Pincus & Becamex IDC BW Industrials Development 100% Majority 200
2018 Estes Investments Asia Commercial Bank 5% Minority 152
2017 Kohlberg Kravis Roberts Masan NutriScience 7.5% N/A 150
2017 TPG Capital LP Vietnam Australia School N/A N/A 125

Inbound M&A: Sector Analysis

Figure 13: Inbound M&A Activities (US$mn) by Top Sector
Food & Beverage 6,052 13

Food & Beverage
Real Estate 2,814 23

Real Estate
Construction & Materials 625 11

Construction & Materials
Industrial Goods & 592
Services Industrial Goods & Services 20
482
Banks Banks 7
Healtcare 325
Healtcare 7
Personal & Household 198
Goods Personal & Household Goods 6
Financial Services 157

Financial Services 5
Ultilities 123
Ultilities 10
2017 1H2018 2017 1H2018
Source: StoxPlus
In 2017, in terms of deal value, the sectors attracted the most capital were Food & Beverage
(US$6.05bn), Real Estate (US$2.81bn), Construction & Materials (US$625mn) and Industrial Goods &
Services (US$592mn. Regarding number of deals, the most favored sectors for Inbound M&A in 2017
were Real Estate (23 deals) Industrial Goods & Services (20 deals) Food & Beverage (13 deals) and
Ultilities (10 deals). Overall, inbound M&A activities spread across a variety of industries and
sectors, with some more active than the others.
Food & Beverage sector had a thriving year in 2017, whereas ThaiBev from Thailand, acquired
53.58% stake (previously State owned) of Vietnam’s largest brewery SABCEO. Total value of this rare
deal hit record at US$4.7bn from a single transaction.
Other sectors that highlighted 2017-1H2018 were Real Estate and Banks with a few mega deals.

Inbound Spotlight: Food & Beverage

Figure 15: Inbound M&A Activities (US$mn) in Food & Beverage, 2011 – 1H2018
7000 16
6,052
6000 14 14
13 INBOUND M&A IN F&B
12 12
5000 2011 - 1H2018
10 10 10
10.06bn
No. of deal
4000 9 US$
8
3000 7
6
77 Deals
2000 1,433 4
1,052
1000 562 640
2 2
196 100 21
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
• Food & Beverage’s potentials were shown by a • M&A in F&B market saw a shift in
variety of factors such as: (i) growing population preference from packaged food in previous
(close to 100 million population) with average years to beverage. Vietnam was forecasted
annual growth rate of 1.2%; (ii) large citizens (68% to placed in 3rd place amongst the Asian
or 60,7 million people that less than 40 year of region for Food & Beverage’s consumption
age); (iii) high urbanization growth rate - rate. Food & Beverage sector in Vietnam
achieved 35,7% in 2015; (iv) rising income per would be an outperformer over the
capita and higher living standards. forecast period because of its positive
demographic trends, foreign brand
• Amongst inbound M&A total deal value of year
preference, rising incomes, robust
2017, Food & Beverage accounted for nearly 51%
economic growth and rapid expansion in
and valued at US6.05bn. 2017 also witnessed the the retail sector will drive growth and
highest value ever recorded since 2011, which was development in this sector.
the acquisition of 53.59% stake in SABECO by
ThaiBev valued at US$4.7bn. It was not expected • The government had started divesting
that 1H2018, and probably a few years later to stakes in several major SOEs. This year saw
score a similar sizable deal. So far of 1H2018, the largest deal from the state owned
there was obviously a decline: only 2 deals valued capital divestment of SABECO – the brewery
at US$21mn. The mega deals of 2017 were from with largest market share, approximately
Thailand (SABECO deal valued at US$4.7bn) and 40%. It was expected that more SOEs would
Singapore (Vinamilk deal valued at US$1.2mn), follow this path. A few SOEs in Food &
the United States (Masan Nutri-Science deal Beverage industry had officially announced
valued at US$150mn) its divestment plan such as HABECO,
Vinacafe, Vinafood 1, Vinafood 2, etc.

Inbound Spotlight: Banks and Financial Services

Figure 16: Inbound M&A Activities (US$mn) in Banks, 2011 – 1H2018
Banks sector was on the rise since

the beginning of 2017, and so far
1200 8 performed well during the first
983 7 7 half of 2018.
1000
6 6
800 743 742
No. of deal
5 Inbound Banks 2011-
600 482 4 1H2018
400
3 3
US$ 3.07bn
2 2
200 77 1
21 Deals
1 1
30 0 18 1
0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Foreign investors banks were aggressively tapping on domestic finance related services
Accumulated foreign capital injected to Vietnam through M&A in banks since 2011 totaled
US$3.07bn through 21 deals. After quiet years from 2013 to 2016, Banks sector started to heat up in
inbound M&A market again. Finance related sectors were luring in numerous domestic and
international investors because of the attractiveness of the rapidly developing consumer finance
market.
Notable mega transactions in Banks were the takeover of Techcombank, Asia Commercial Bank and
Bank of China Ltd. Financial Services sector also scored mega deal with Prudential Vietnam Finance.
Deal value
(US$ mn)
2018 Warburg Pincus Techcombank N/A Minority 330
2017 Shinhan Bank (Vietnam) ANZ Bank (Vietnam) 100% Majority 240
2018 Alp Asia Finance Vietnam Asia Conmmercial Bank (ACB) 10% Minority 220
2017 BOC Hong Kong Holdings Bank of China (HCMC Branch) N/A N/A 152
2018 Estes Investments Asia Commercial Bank (ACB) 45% Minority 152
2017 Shinhan Card Prudential Vietnam Finance 100% Majority 152

1.2 Inbound M&A
1.3 Domestic M&A
1.4 Outbound M&A

Section 1: M&A Activity Review | Domestic M&A
Domestic M&A 2017 - 1H2018: Real estate and F&B were the
most attractive for M&A to domestic investors
Figure 17: Domestic M&A Total Deal Value (US$mn) & Deal Number, 2011 – 1H2018
4500 4,234 350

4000 300
295
3500
2,767 2,785 250 Domestics M&A
3000
No. of deal
205 239 208 200 1H2018
2500
2000
1,237
1,665 1,725
1,551 150 US$ 16.88bn
1500 154
1000
918 100 1318 Deals
98 58 50
500
61
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
Accumulated domestic M&A value since 2011 recorded 1318 deals valuing US$16.88bn. Domestic M&A
activities had been declining a since 2016. Nevertheless, year 2017 and 1H2018 saw an increasing
number of mega deals. Deal value and volume of 2017 from domestic M&A decreased in terms of
absolute value. In particular, 2017 recorded US$1.55bn from 61 transactions, making the average cost
per deal approximately US$25mn, higher compared to approximately US$2mn of the same figure in
2016. The first half of 2018 recorded US$918mn from 58 deals.
The most active sectors for domestic M&A in 2017- 1H2018 were Real Estate and Food & Beverage. For
two consecutive years, Real Estate topped chart as the most active sector in domestic M&A market.
Particularly, Real Estate deals made up 64% of total domestic M&A activities in 2017, and 41% in
1H2018.
Figure 18: Domestic M&A Deal Value (US$mn) by Top Sector
2017 1H2018
Real Estate Real Estate

Food & Beverage Food & Beverage
Industrial Goods &…
Financial Services
Basic Resources
Personal & Household goods
Health Care
Retail
Construction &…
Basic Resources
Chemicals
Utilities Industrial Goods & Services
Financial Services Construction & Materials
Travel & Leisure Media
Minority Majority
Source: StoxPlus
Domestic Spotlight: Domestic real estate heat up

Figure 19: Domestic M&A Deal Value (US$mn) & Deal Number, Real Estate
3500 3,157 50
45
INBOUND vs. DOMESTIC
3000 44
40 40 2,814
2500 35
No. of deal
2000 30 30 1,350
25
1500 22 20 647 593
1000 805 826 777 16 15
647 593 23 16 6 8
10
500 8
0 2 5
1 Inbound Domestic Inbound Domestic
0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018 2017 1H2018
Deal Value Vol
Source: StoxPlus
Real Estate was the dominating sector among domestic M&A in 2017-1H2018. In 2017, Real Estate was
relatively active with 16 M&A deals, valuing US$647mn even though still much lower that of
previous year in 2016. Since 2016 hit recorded in real estate domestic M&A, 2017 and 1H2018 failed to
carry on this upward trend. Nevertheless, 2017 was a very active year for M&A in real estate for both
inbound and domestic M&A. In 2017, domestic real estate was over dominated by that of inbound value
(16 deals valued at US$647mn for domestic, and 23 deals valued at US2.81bn for inbound) So far
1H2018 recorded US$ 593
mn from 8 deals. It appeared that 1H2018 domestic M&A in real estate was
also not as active as inbound M&A of the same category.
Overall real estate remained one of the most attractive industry for domestic investors. Most of
domestic M&A in real estate were the acquisitions of on-going or delayed projected that needed more
capital. Domestic M&A in Real Estate saw three mega deals valuing US$100mn or over in 2017, and only
one in 1H2018.
% Stake Deal value

Year Acquiror name Target company/ asset Type
acquired
(US$ mn)
2017 Vinhomes JSC. Berjaya Vietnam Financial Center 97.7% Majority 516
2017 CapitalLand 870-unit Residential Development N/A N/A 177
2017 An Gia Investment and Greed Van Phat Hung Group N/A N/A 153
2017 Novaland Gia Duc company 100% Majority 86
2017 Novaland Gia Phu company 100% Majority 80

Domestic Spotlight: Food & Beverage shrank in deal size and

volume
Figure 21: Domestic M&A Activities (US$mn) into Vietnam in F&B
Domestic F&B M&A
2011- 1H2018
500 449 40 US$ 3.07bn
35
21
400 37 Deals
30
302
No. of deal
300 254 25
205 20 Food & Beverage continued to be
190 13
200 21 attractive to domestic investors,
141 19 15
17 116 despite currently being on a
14 10
100 12 57 decrease trend from 2015
9 5
0 0
2011 2012 2013 2014 2015 2016 2017 1H2018
Deal Value Vol
Source: StoxPlus
2017-1H2018 recorded deal value from domestic M&A in Food & Beverage sector as the second
highest within domestic M&A, although it fell way behind the highest sector Real Estate in terms of
deal value. In 2017, there were 19 deals valued at US$254mn. The most current period proved to be
as much active since. 1H2018 recorded 9 deals valued at US$116mn.
Some domestic players looked to expand their business via M&A. Masan Beverage expanded their
portfolio to coffee through the acquisition of Vinacafe Bien Hoa. Vinamilk had long wanted to enter
Sugar industry, since sugar and dairy were retable goods therefore it acquired Khanh Hoa sugar. Bien
Hoa Sugar and Thanh Thanh Cong Tay Ninh Sugar partnered up and acquired HAGL Sugar. Kinh Do
Corp wanted to expand their product line into completely different sectors like cooking oil and spice
through the acquisition of Vocarimex. Vietnam was a populous market of over 90 million people, and
increasing disposable income, consumer-based sectors like Food & Beverage would continue to be
stable and demanding. Food & Beverage sector in 2017 and 1H2018 saw dominating number of
inbound deals, hence implying that foreign investors were much more aggressive than domestic
investors in this sector. There was not any mega deal from Food & Beverage domestic M&A from the
current period. Domestic M&A in Food & Beverage was mostly made up of small to medium sized
deals.
Deal value
(US$ mn)
2018 Masan Beverage Vincacafe Bien Hoa 98.9% Majority 75
Bien Hoa Sugar & Thanh

2017 HAGL Sugar 100% Majority 58
Thanh Cong Tay Ninh Sugar
2018 Vinamilk Khanh Hoa Sugar 65% Majority 44

2017 Kinh Do Vocarimex 51% Minority 42

1.2 Inbound M&A
1.3 Domestic M&A
1.4 Outbound M&A

Section 1: M&A Activity Review | Outbound M&A
Outbound M&A: Insignificant capital outflow

Figure 22: Outbound M&A Activities (US$mn) 2011-1H2018 by Vietnam Domiciled
Enterprises
300 274.6 4.5 Outbound M&A activities were

4 4 quiet in 2017 with only 3 deal
250
3.5 valued at US$61mn. However
200 3 3 3 1H2018 saw zero outbound deal.
No. of deal
2.5
150
2
CAPITAL OUTFLOWS
100 1.5
2011 - 1H2018 via M&A
1 1 1 1
50
0 7 5 11.9 6.7 11
0 0.5 US$ 316mn
0 0 0 0
2011 2012 2013 2014 2015 2016 2017 1H2018 13 Deals
Deal Value Vol

Source: StoxPlus
100%0.2% 0.1% 0.2% 0.1% 0.5% 0.0%

Outbound M&A by Vietnamese companies to 90%
be silent in 2016 & 1H2017 80%
52.3% 46.6% 48.4%
M&A across the borders by Vietnamese firms 70% 63.9%
60% 75.3%
were still very insignificant compared to 87.9%
domestic and inbound M&A during 2017 – 50% Outbound
1H2018. Domestic firms had not been actively 40%
Inbound
expanding overseas through M&A. Outbound 30%
53.2% 51.5%
47.5% Domestic
M&A usually accounted for less than 1% of total 20% 36.0%
M&A. From 2011 to 1H2018, there were only 13 10% 24.4%
11.6%
deals valuing US$366mn. After several inactive 0%
years, 2017 heat up outbound M&A with the
49% acquisition of Angkor Milk (Cambodia) by
Vinamilk valued at US$11mn.
Our sources (both public and intelligent data)
Nevertheless, Vietnamese corporations are still
had yet to record any M&A oversea by domestic
active in pursuing investments oversea via
firms for 1H2018.
foreign direct investment channel instead.
The theme of their strategy notes this year According to Department of Foreign Investments
was “to focus on home market and untapped within MPI, there are 102 licenses with total
segments”, “exits of non-core investments”, investment capital of US$900mn granted to
“time for restructuring” and “cost Vietnamese investors. Largest investors oversea
reduction”. are still Petrol Vietnam, Viettel , Vietnam
Rubber Group, Song Da Group, BKAV and
Kymdan.

Section 2: M&A Themes 2017 – 1H2018
2.1 SOEs IPO & Divestment
2.2 Banks & Financial Services Restructuring
2.3 Increasing Foreign Capital Inflows
2.4 Valuation Review

Section 2: M&A Themes 2017 – 1H 2018| SOE IPOs & Divestment
SOE IPOs in 2017-1H2018 were modest in terms of volume

Although Vietnamese government was fully committed to equitization and experienced such
aggressive period 2013-2016, the process in 2017-1H2018 has lost its strong momentum. The
number of IPOs in 2017 and 1H2018 were very modest with just 21 and 16 successful IPOs
respectively.
Figure 23: Number of successful IPOs of SOEs in 2012-1H2018
160 148
140 128
120
100
80 74
55
60
40
21
13 16
20
0
2012 2013 2014 2015 2016 2017 1H2018
Source: StoxPlus
IPOs of SOEs in 2017-1H2018 recorded very few in terms of volume. According to Decision 1232/QĐ-
TTg signed by Prime Minister in August 2017, 44 SOEs were up to divest by 2017. However, the
schedule was unmet as there were only 21 SOEs successful IPOs in 2017, approximately half of the
planned IPOs came through in 2017. According to schedule, year 2018 expected 64 SOE IPOs.
However, the first half of 2018 only recorded 16 successful. It is unlikely that 2018 SOE IPOs will
match its IPO schedule drafted by the government. In the first half of 2018, successful auctions of 16
SOEs sold nearly 46% charter capital to strategic shareholders, raising approximately US$965mn,
about 4.5 times more than the proceeds from the IPO of all year 2017.
The progress of IPOs during 2016 to 2018 was also significantly less aggressive than in the previous
period since 2012 to 2015. The peak of SOE IPOs was during 2014-2015 where the number of SOEs
holding IPOs reached triple digits, specifically 148 and 128 respectively. However, since the end of
2015, SOE IPOs slowed down. Some SOEs were huge with a hefty amount of assets and complex asset
structure, therefore requiring a long time to prepare for IPO. Aside from large profitable businesses
that mostly already held IPOs in the previous years before 2017, the remaining companies that have
yet to equitize were public utilities, unprofitable business, or small businesses operated in industries
less attractive to investors. There were also many SOEs swamped in piles of debt, making the asset
valuation process extra complicated. There were even cases of “good” SOE deliberately refused to
cooperate with the consultancy, by omitting and hiding the essential information such as property
advantage, as a result prolonged the IPO process.

Vietnam government raised US$6.25n from state capital

divestment in 2017 – 1H2018
Some of the highest valued deals closed in 2017 – 1H2018 were SOE divestments. According
to StoxPlus database, state capital divestment in 2017-1H2018 raised US$6.25bn in total of
which, US$6.06bn was from inbound M&A. These SOE divestment adds up foreign reserve
and lowers State’s budget deficit for the government
The Saigon Beer Alcohol Beverage Corp sold 53.6% stakes to
ThaiBev (Thailand) for US$4.7bn
The brewery was one of the first major firms up for 53.59%
36.01%
divestment amid a large-scale plan by the Vietnamese
government to privatize many state-owned firms and it was a
resounding success. SABECO was the major player in
Vietnam’s beverage market for owning 40% market share and
had the largest distribution channel in Vietnam. Many had 5%
5.4%
eyed on SABECO and the winning bidder was ThaiBev from
Thailand. SABECO deal was the highest valued deal in
ThaiBev
Vietnam, and South East Asia in 2017.
Ministry of Industry & Trade
Vietnam Dairy Products JSC sold 10.3% stake to Jardine
C&C (Singapore) for US$1.15bn
Heneiken
Others
Vinamilk was the largest dairy corporation in Vietnam who
owned 58% of market share in Vietnam's dairy market. Jardine
C&C paid US$1.15bn for 10.3% stake in the Vietnamese dairy
giant. Jardine C&C was an investment holding company from
Singapore, engaged in a variety of sectors. The acquisition of 19.0%
Vinamilk was in line with the Jardine C&C group's strategy of 9.0%
investing in market-leading companies in the region.
Approximately the remaining US$400mn came from SOEs

divestment of many sectors. Notable deals included:
37.0%
30.0%
• 25% stake acquisition of PetroVietNam Low Pressure Gas 5.0%
Distribution by Tokyo Gas (Japan) at US$49mn
• 15% stake acquisition of Tien Phong Plastic by Sekisui
Chemical (Japan) at US$44mn SCIC (State)
• 65% stake acquisition of Khanh Hoa Sugar by Vinamilk FnS (Singapore)
(Vietnam) at US$44mn Jardine C&C (Singapore)
• 51% stake acquisition of Vocarimex by Kinh Do Group Foreign investors
(Vietnam) at US$42mn Domestic investors
• 70% stake acquisition of VILICO by GTNFoods (Vietnam) at Source: StoxPlus
US$30mn
• 20% stake acquisition of Petrolimex Insurance by Samsung
Fire & Marine Insurance (South Korea) at US$24mn

2017-1H2018 saw IPOs of SOEs from various sizes
Figure 25: Top 20 SOE IPOs by Charter Capital IN 2017-1H2018
CHARTER
GOVERNING
NO INDUSTRY (ICB LEVEL 2) COMPANY CAPITAL % IPO % BID
BODY
(US$MN)
1 PetroVietnam Oil &Gas Binh Son Refinery 1,348.63 7.79% 7.79%
2 MOT Industrial Goods & Services Vinalines 610.96 34.80% 0.38%
3 PetroVietnam Oil & Gas PV Oil 449.86 20.00% 20.00%
4 Binh Duong Industrial Goods & Services Becamex IDC 446.77 23.63% 1.44%
5 MARD Food & Beverage Vinafood II 217.49 22.97% 22.97%
6 MOC Construction & Materials Song Da 198.54 48.82% 0.18%
7 MOC Construction & Materials IDICO 130.49 18.44% 18.44%
8 Binh Duong Industrial Goods & Services Protrade 104.39 10.00% 10.00%
9 Binh Duong Industrial Goods & Services Thalexim 67.77 5.00% 5.00%
10 Dak Lak Basic Resources Dakruco 38.45 62.62% 0.038%
11 Lam Dong Utilities Lawaco 16.57 17.53% 17.53%
12 Bac Ninh Utilities Bac Ninh WSC 16.09 4.08% 4.08%
13 Kien Giang Industrial Goods & Services Kien Giang Trading 15.69 14.27% N/A
14 Dong Thap Utilities Dowasen 14.56 31.14% 6.46%
15 Khanh Hoa Retail Sanest Khanh Hoa 9.71 24.16% 24.16%
16 MARD Industrial Goods & Services Vigecam 8.65 28.87% 28.87%
17 Quang Binh Basic Resources Viet Trung Rubber 8.19 31.30% N/A
18 MARD Basic Resources Inruco 7.72 16.89% 16.89%
VanTuong Investment
19 Da Nang Industrial Goods & Services 6.87 59.97% 59.97%
Structure
20 Gia Lai Food & Beverage Gia Lai Coffee 6.38 44.17% 44.17%
Source: StoxPlus
Top 2017- 1H2018 SOE IPOs by charter capital are from SOEs of various industries: Oil & Gas,
Industrial Goods & Services, Food & Beverage and Construction & Materials. Although evidently
shown that consumer-based sectors attract the most M&A, industrial sectors still hold many
potentials
Apart from successful SOE IPOs, some SOE IPOs in the reviewed period were not unsuccessful as
shares offered were not completely sold such as cases of Vinalines, Becamex IDC, Song Da, Dakruco,
Dowasen. Unsucessful IPOs stemmed from many reasons such as too high valuation, strict
requirement for bidders, low shares offered, or unprofitable businesses.


Section 2: M&A Themes 2017 – 1H 2018| Banks & Financial Services Restructuring
M&A in Banks and Financial Services were particularly active

in 2017-1H2018
Foreign investors are particularly interested in Vietnam’s Financial Services sector, given its
tremendous untapped retail potentials. During 2017-1H2018, several local banks and credit
institutions in Vietnam found investors from across borders via both financial investments as well
as strategic investments. Consumer finance in particular received the most attention thanks to its
strong growth in recent years, with a few leading consumer finance companies already
established its market share. Looking forward, M&A in consumer finance is expected to escalate
in both size and number since M&A is the quickest way to penetrate the country’s growing
consumer finance market.
Consumer finance market in Vietnam showed strong growth during 2015-2017 period
Consumer finance market has been growing at the CAGR of 44% during 2015-2017, posting impressive
profits to credit institutions. As a result, interest in M&A opportunities in this sector is high. Major
growth drivers for this sector have been the rises in income and consumerism.
The attractiveness of consumer credit is the fact that they could tap into the unbanked segments and
hitherto unable to borrow. While the mass affluent and upper mass segments of the population are
serviced by commercial banks, the mass and lower mass population remain unable to access banking
and financial services. The latter market segments represent approximately 54 million individuals with
annual income level less than US$3000.
2017 – 1H2018 M&A among credit institutions was flooded with huge investments from foreign
investors, yet insignificant investment from local ones
Notable deals during 2017-1H2018 include Shinhan Card (South Korea) acquiring Prudential Vietnam
Finance Company, Lotte Card (South Korea) acquiring TechcomFinance, and ongoing deal in 2018 of
SeAbank (Vietnam) acquiring Post and Telecommunication Finance.
Retail banking also recorded an active period of M&A during 2017-1H2018
In 2017, there were several divestments of strategic partnerships in banks. These divestments
stemmed from either banks that already possesses subsidiaries in Vietnam and having a stake in local
banks could lead to potential conflict of interest, or the foreign owned stake was considered too
minor to have any effect on the bank’s management. In particular, Standard Chartered (UK) ended 12
year partnership with ACB by transferring 8.75% stakes to Alp Asia Finance (Hong Kong), and selling
6.25% stakes to three other investment companies. HSBC (UK) also divested from Techcombank. ANZ
(Australia) sold its retail arm to Shinhan Bank (South Korea), and Common Bank of Australia sold its
branches in HCMC to VIB, ending its retail operations in Vietnam while retaining 20% of their stake in
VIB. BNP Paribas (France) offloaded its entire stakes in Orient Commercial Bank.
At the same time, we also saw a wave of financial investment inflows at banks. Riding on the wave of
rising stock prices, banks took advantages of their one-off income from bancassurance partnerships,
not to mention the completion of VAMC debt obligations, to further surge banks stocks price.
Recognizing the trend of lowering bad debt and growth of retail banks, investors expected normalized
and stable growth of earnings from banks. A multitude of financial investments took place especially
towards end of 2017-early 2018, including the private equity firm Warburg Pincus’s (U.S.) investment
in Techcombank, PYN Elite Fund’s investment in TPBank, and the syndicate of 76 foreign investors
buying 21.5% stake of HD Bank.

Section 2: M&A Themes 2017 – 1H 2018| Banks & Financial Services Restructuring
The Government of Vietnam set green light to attract foreign

capital in Credit Institution Restructuring
In a bid to support economic growth, State Bank of Vietnam (SBV) recognized the need to have
a package of measures related to institutional and legislation to deal with financially weak
banks and bring the credit institution system back to a sustainable and healthy state. Therefore
SBV commits to restructure the credit institution system and especially encourages foreign
investors to enter Vietnam through the buying of weaker local credit institution to strengthen
the financial system.
According to Decision No.986/QD-TTg issued by the government on August 2018, Vietnam government
outlined the Development Strategy of Vietnam Banking Sector to 2025, which stated, among its aims,
to clean up bad debts and to sustain a healthy banking system through M&A of banks and credit
institutions. Furthermore, through the implementation of Basel II, banks need to maintain healthy
levels of capital adequacy and maintaining other prudential ratios. For the financially weak banks,
M&As could be one of the options in order to meet these requirements.
By August 2018, it is confirmed by the Deputy Prime Minister that Vietnam would refrain from granting
operating licenses to 100% foreign capital banks. There are now only 8 banks with 100% foreign capital
in Vietnam. As for equity investments, the foreign ownership limit in Vietnamese banks is at 30%. On
the other hand, the government sets the green light for foreign investors to buy 100% of the
financially weak banks and credit institutions, subject to the Prime Minister’s approval.
In 2015, the State Bank of Vietnam bought three banks - Oceanbank, GPBank and VNCB at VND0.
Because of very high levels of bad debt, these banks have negative owner equity and to revive these
banks, high amounts of capital is needed to compensate for the current negative owner equity, as
well as to raise the charter capital to the required VND3,000bn. However, the Vietnamese government
is unable to take on these bad banks with a running budget deficit, while the local banking system and
especially domestic banks also lack the financial capability and the willingness to takeover these
financially weak banks. As a result, Vietnam seeks to rely on foreign capital to restructure and revive
the financially weak banks and credit institutions in general.
Source: StoxPlus


Section 2: M&A Themes 2017 – 1H 2018| Increasing Foreign Capital Inflows
Growing foreign investments in Vietnam through M&A

focusing on domestic demands
Figure 26: Inbound M&A (US$mn) 2013-1H2018 Figure 26: Inbound M&A Value by Sector, 2017
INBOUND M&A
1.68%
2013 - 1H2018
2.77%
14000 160 9.75%
144
US$26.89bn 5.04%
12000 535 Deals 140
11,753 5.32%
120
10000
97
92 100
87
No. of deal
8000
72 23.94% 51.49%
80
6000 4,914
60
40
4000 3,058 2,833 40
2,439
1,832
2000 20
Food & Beverage
0 0 Real Estate
2013 2014 2015 2016 2017 1H2018 Construction & Materials
Industrial Goods & Services
Health Care
Personal & Household Goods
Deal Value Vol
Others
Source: StoxPlus
Inbound M&A activities have been constantly increasing in Vietnam in the past decade. From 2013
to 2018, there were 535 inbound deals valuing US$26.89bn. In addition, foreign capital inflow into
Vietnam via M&A from 2017 to 1H2018 each accounted for nearly three fourth of the respective
year total M&A value. This growing capital inflow trend proved Vietnam market’s attractiveness to
foreign investors. M&A served as the least risky and costly investment, and also the fastest route to
enter Vietnam’s growing market compared to greenfield investment.
These inbound M&A recorded in the reviewed period mostly targeted Vietnam domestic market.
Foreign players invested in Vietnam had recognized the country’s huge growth potentials given (i)
growing population (close to 100 million population) with average annual growth rate of 1.2%; (ii)
huge and young population (68% or 60,7 million people that less than 40 year of age); (iii) high
urbanization growth rate - achieved 35,7% in 2015; (iv) rising income per capita and higher living
standards.
Therefore inbound M&A recorded in 2017-1H2018 consists of mostly consumer-oriented sectors. In
2017, approximately half of the inbound M&A value comes from Food & Beverage with deals like
ThaiBev (Thailand) acquiring 53.6% stakes in Sabeco for US$4.7bn, Jardine C&C (Singapore)
acquiring 10.3% stakes in Vinamilk for US$1.2bn, Kohlberg Kravis Roberts & Co (U.S.) acquiring 7.5%
stakes in Masan Nutri-Science for US$150mn. Next to Food & Beverage, Real Estate also attracted
foreign investors with deal value equivalent to approximately 24% of the year total inbound M&A
value. Notable inbound real estate are GIC Pte (Singapore) acquiring 5.7% in Vinhomes for
US$1.3bn, multi investors bid in IPO of Vincom Retail valuing at US$743mn, Vina Oscar Hotel (Hong
Kong) acquiring 88% Happy Land Project from Khang Thong Group at US$668mn.


Section 2: M&A Themes 2017 – 1H 2018| Valuation Review
M&A in 2017-1H2018 tends to be overvalued

Figure 26: Valuation Multiples of 2017-1H2018 M&A Deals
64.28
39.49
21.58
11.22
8.16 6.96
0.92 1.12
EV/EBIT EV/EBITDA P/E P/B
Selected M&A Deals Stock Market

Source: StoxPlus
M&A transactions in the reviewed period appear to be more expensive

Methodology:
due to the period has increasing number of mega deals (value of over
US$100mn) StoxPlus conducted analysis based on our detailed review of • Our analysis is
selected transactions that the average deal valuation was at 21.6x of empowered by the most
comprehensive and
earnings (P/E) and 6.9x book value (P/B). The selected deals have insightful financial
such high multiples since we analyze the top deals of several sectors. database in Vietnam – our
The P/E and P/B ratios of M&A deals were much higher than those of FiinPro Platform.
the stock market, which were 8.2 and 1.1 respectively. This reflects
the confidence of investors when engaging in M&A in Vietnam as they • StoxPlus completed
paid more than double compared to the whole stock market. Some valuation review on
examples of deal valuation in each reviewed industry during 2017- selected 15 M&A deals in
1H2018 include: 2016 within three sectors
namely Food & Beverage (7
• In Dec 2017, Thai Beverage, a subsidiary of TCC Holdings deals), Healthcare (4
(Thailand), successfully purchased 53.6% stake in Saigon Alcohol Beer deals) and Banks (4 deals).
and Beverages Corporation (Sabeco) to become a major shareholder Data of stock market takes
with deal price of US4.7bn. No other company submitted bids despite into account of 3 selected
much interest due to high price. As seems to happen often in industries as M&A valuation
anticipation of such sales, within 6 months before the MOIT announced review.
the auction, Sabeco’s share price had risen about 75%. ThaiBev paid
VND320,000 per share – a 2017 P/E ratio of almost 46x and P/B ratio of • Companies are classified
14x. based on Industry
Classification Benchmark
• In May 2018, through Alp Asia Finance Vietnam Ltd, two (ICB).
foreign funds Whistler Investments (Hong Kong) and Sather Gate
Investments acquired 10% of Asia Commercial Bank (ACB)
for US$220mn. ACB’s shares were traded at VND42,200 per share – a
2018 P/E ratio of 15x and P/B ratio of 3x.

Section 2: M&A Themes 2017 – 1H 2018| Valuation Review
M&A in 2017-1H2018 in F&B, Healthcare and Banks

Figure 27: Valuation Multiples of 2017-1H2018 M&A Deals by Sector
FOOD & BEVERAGE

22.02 M&A transactions in F&B yield higher valuation
multiples compared to the whole F&B industry. In
18.22 fact, M&A in F&B accounted the most in total M&A
activities during 2017-1H2018. Some of the highest
valued M&A transactions in F&B were SOE
10.67
divestments such as ThaiBev (Thailand) acquiring
53.5% stakes in Sabeco for US$4.7bn and Jardine C&C
4.24 (Singapore) acquiring 10% stakes in Vinamilk for
US1.2bn. Since these are acquistions of major palyers
in the market and the scarcity of such deals,
P/E P/B investors were particularly confident and willing to
bid at such high prices.
Selected M&A Deals Industry
M&A transactions in healthcare also yield higher

valuation multiples compared to that of the whole HEALTHCARE
industry. The demand for healthcare rapidly 24.70
expanded as a result of high economic growth thus
higher living standards, altogether stimulating the
aggregate consumption of healthcare services. 14.22
More players start to pay attention to healthcare
and tempting to enter this industry. M&A is the
fastest route to enter the healthcare market
4.20
hence it recorded an active period with deals like 2.20
Mobile World (Vietnam) acquiring Phuc An Khang
pharmacy for $110mn, Magbi Fund acquired 25%
Traphaco for US$65mn P/E P/B
BANKS M&A in banks is also premium to market average

partly due to the one-off income of banks from
17.59
insurance partnerships. Foreign players especially
recognize potentials of Vietnam’s banking industry
13.25 and are willing to enter Vietnam banking scene at
higher cost rather than being late to the game.
Lots of mega deals close in Banks are indeed inflow
of foreign capital such as Warburg Pincus (U.S.)
acquiring Techcombank for US$370mn, syndicated
of 76 foreign investors acquiring 21.5% stakes in HD
2.28 2.25 Bank for US$300mn, and Alp Asia Finance (Hong
Kong) acquiring 10% Asia Commercial Bank for
US$220mn, PYN Elite Fund acquiring 4.99% stakes
P/E P/B in TP Bank for US$40mn
Source: StoxPlus

Appendix 1: M&A by Sector, 2017-1H2018

Further Data and Figures

Figure 28: Vietnam Inbound M&A Activities by Country
1,329
4,938 2017 1H2018
525
1,790
1,617
967 784 267 252 214
612 576 144
197 147 50 37 21 17 12 44 38
Source: StoxPlus
Figure 29: Total Deal Value (US$mn) in Vietnam by sector
2017 1H2018
0 1,000 2,000 3,000 4,000 5,000 0 500 1,000 1,500 2,000
Food & Beverage Real Estate
Real Estate Banks

Construction & Materials Financial Services
Food & Beverage
Banks
Health Care
Construction & Materials
Financial Services
Retail
Basic Resources
Basic Resources
Oil & Gas
Utilities
Utilities
Travel & Leisure
Minority Majority
Source: StoxPlus


Figure 29: Vietnam M&A Market by ICB Level II Sector, 2017 – 1H2018
M&A MARKET BY SECTOR
2017
VALUE VOL MINORITY MAJORITY
(US$mn) (deal) (US$mn) (US$mn)
Food & Beverage 6,317.31 34 1,369.27 4,948.03
Real Estate 3,475.51 41 302.78 2,367.73
Industrial Goods & Services 749.44 31 41.54 517.93
Construction & Materials 654.64 20 83.32 171.31
Health Care 465.83 13 143.26 270.56
Banks 482.00 11 68.00 240.00
Personal & Household Goods 215.24 11 38.31 92.93
Financial Services 243.71 13 146.53 97.17
Basic Resources 200.10 14 180.12 5.83
Utilities 154.84 17 137.44 5.41
Insurance 74.00 5 24.00 50.00
Travel & Leisure 76.72 6 59.38 14.84
Retail 60.05 7 3.69 0.00
Chemicals 76.78 10 72.00 4.77
Oil & Gas 72.20 3 36.10 36.10
Technology 52.61 16 3.16 26.05
Automobiles & Parts 31.68 2 2.68 29.00
Gas, Water & Multi-utilities 11.67 1 0.00 0.00
TOTAL 13,417.51 260 2,712.80 8,877.86
1H2018
VALUE VOL MINORITY MAJORITY
(US$mn) (deal) (US$mn) (US$mn)
Real Estate 1,944.78 17 35.33 1,909.45
Banks 742.00 3 742.00 0.00
Financial Services 297.42 9 18.17 279.25
Personal & Household Goods 142.32 8 47.00 63.32
Food & Beverage 136.84 10 17.25 119.58
Construction & Materials 120.60 9 108.44 12.16
Basic Resources 107.34 7 60.38 46.96
Oil & Gas 93.00 3 0.00 90.00
Retail 73.96 7 70.96 0.00
Utilities 37.90 5 37.90 0.00
Industrial Goods & Services 20.88 4 20.88 0.00
Chemicals 18.00 2 2.40 0.00
Automobiles & Parts 9.12 2 1.12 8.00
Travel & Leisure 8.51 4 8.51 0.00
Media 7.01 4 7.01 0.00
Technology 1.66 8 1.66 0.00
TOTAL 3,761.32 104 1,179.00 2,528.72
Source: StoxPlus


Figure 30: Vietnam M&A Market by ICB Level IV Sector, 2017
M&A Market by Sub-sector M&A Market by Sub-sector

level 4 level 4
2017 US$mn 2017 US$mn
VALUE VOL(#) VALUE VOL(#)
Brewers 4,696.00 1 Consumer Electronics 32.78 1
Real Estate Holding & Electronic Equipment 31.68 3
Development 3,375.54 38 Travel & Tourism 32.78 3
Food Products 1,363.17 22 Automobiles 31.68 2
Banks 482.00 11 Gambling 26.60 1
Transportation Services 439.94 10 Property & Casualty Insurance 24.00 1
Heavy Construction 434.94 12 Specialty Chemicals 22.96 4
Pharmaceuticals 413.83 11 Water 21.97 3
Farming, Fishing & Plantations 247.14 9 Internet 21.45 6
Investment Services 238.52 10 Business Support Services 18.56 4
Building Materials & Fixtures 219.69 8 Computer Services 16.00 5
Iron & Steel 170.56 9 Hotels 14.84 1
Business Training &
Paper 14.15 1
Employment Agencies 129.90 3
Forestry 14.06 2
Real Estate Services 99.97 3
Nondurable Household Software 12.00 4
Products 80.93 3 Footwear 12.00 1
Clothing & Accessories 80.93 5 Multi-utilities 11.67 1
Conventional Electricity 71.23 6 Soft Drinks 11.00 2
Delivery Services 64.00 1 Alternative Electricity 9.50 5
Electrical Components & Durable Household products 6.40 1
Equipment 58.01 6 Specialty Finance 5.18 2
Broadline Retailers 56.36 2 Marine Transportation 4.13 2
Commodity Chemicals 53.82 6 Specialty Retailers 3.69 3
Gas Distribution 52.13 3 Telecommunications Equipment 3.16 1
Health Care Providers 52.00 2 Recreational Services 2.50 1
Life insurance 50.00 3 Media Agencies 2.00 3
Integrated Oil & Gas 36.10 1 General Mining 1.33 3
Exploration & Production 36.10 2 TOTAL 10,154.4 308
Source: StoxPlus

Further Data and Figures (cont’d)

Figure 31: Vietnam M&A Market by ICB Level 4 in 1H2018
M&A Market by Sub-sector M&A Market by Sub-sector

Level 4 Level 4
1H2018 US$mn 1H2018 US$mn
VALUE VOL(#) VALUE VOL(#)
Real Estate Holding & Business Support Services 20.88 1
Development 1,944.78 16 Specialty Finance 19.78 3
Banks 742.00 3 Heavy Construction 17.60 6
Consumer Finance 269.34 3 Commodity Chemicals 15.60 1
Building Materials & Fixtures 103.00 4 Automobiles 9.12 2
Iron & Steel 97.96 3 Travel & Tourism 8.51 4
Clothing & Accessories 97.00 4 Investment Services 8.30 3
Soft Drinks 95.10 3 Personal Products 8.00 2
Exploration & Production 90.00 1 Publishing 7.01 1
Specialty Retailers 43.80 2 General Mining 4.93 1
Farming, Fishing & Plantations 41.74 7 Forestry 4.45 1
Water 37.90 2 Renewable Energy Equipment 3.00 1
Consumer Electronics 37.32 2 Specialty Chemicals 2.40 1
Broadline Retailers 30.16 5 Electronic Office Equipment 1.66 1
TOTAL 3,761.52 104
Source: StoxPlus

Appendix 2: M&A Valuation by Sector

Appendix 2: M&A Valuation by Sector
M&A in 2017-1H2018 in F&B, Healthcare and Banks

Figure 32: Valuation Multiples of M&A Deal by Sector, 2017-1H2018
FOOD & BEVERAGE
78.65
33.58
22.02
10.67
HEALTHCARE
24.70
17.27
15.03
4.20

BANKS
82.57
75.78
17.59
2.28
Source: StoxPlus

Appendix 3: Top Upcoming Divestments
2017-2020

Appendix 4: Top Upcoming SOE divestments
According to the government’s plan, many SOEs will divest

more than one time to offload its State owned capital
Figure 33: Top Upcoming divestments by Charter Capital
CHARTER DIVESTMENT SCHEDULE

GOVERNING CURRENT
NO COMPANY CAPITAL
BODY OWNERSHIP 2017 2018 2019 2020 REMAIN
(US$MN)
1 MOIT ACV 960.59 95.4% 20.0% 10.4% 65.0%
2 MOIT VEAM 586.28 88.5% 52.5% 36.0% 0.0%
3 MOIT PETROLIMEX 570.87 78.6% 24.9% 53.7%
4 MOT VIETNAM AIRLINES 541.60 86.2% 35.2% 51.0%
5 MOIT VNSTEEL 299.14 93.9% 57.9% 36.0% 0.0%
6 MOIT VINATEX 220.60 53.5% 53.5% 0.0%
7 MOC VIGLACERA 197.82 56.7% 20.6% 36.0% 0.1%
8 Dong Nai SONADEZI 166.12 99.5% 34.5% 29.0% 36.0%
9 MOC DIC CORP 105.09 49.7% 49.7% 0.0%
10 MOH VINAPHARM 104.57 65.0% 35.0% 30.0% 0.0%
11 MOIT MIE 62.65 99.6% 63.5% 36.0%
12 MOC HANCORP 62.23 98.8% 47.8% 51.0% 0.0%
13 MOC FICO 56.03 40.1% 40.1% 0.0%
14 Ha Tinh MITRACO 48.58 97.4% 32.4% 65.0%
15 MOC CC1 48.53 40.5% 40.5% 0.0%
16 MOC LICOGI 39.71 40.7% 40.7% 0.0%
17 MOC LILAMA 35.18 97.9% 46.9% 51.0% 0.0%
18 MARD VINASUGAR2 30.22 93.0% 93.0% 0.0%
19 MOC VIWASEEN 25.60 98.2% 47.2% 51.0% 0.0%
20 MOIT VINAINCON 24.27 82.8% 46.8% 36.0% 0.0%
Source:
21 MOT StoxPlus CIENCO5 21.83 40.0% 40.0% 0.0%
22 MOC VNCC 15.78 87.3% 36.3% 51.0%
23 MOC COMA 13.92 98.8% 47.8% 51.0% 0.0%
24 Binh Dinh PISICO 12.13 86.8% 86.8% 0.0%
25 MOC SONG HONG 5.46 73.2% 73.0% 0.2%
26 MOH VINAMED 3.75 20.0% 20.0% 0.0%
27 Ha Noi HANEL 2.21 97.9% 29.0% 68.9%
28 MOC BACH DANG 2.03 94.6% 43.6% 51.0% 0.0%
Source: StoxPlus

Appendix 3: M&A Transaction Factsheet

VIETNAM M&A TRANSACTION 2017 – 1H2018
Sector: FOOD & BEVERAGE 6 18 2 20 16 17

Acquiror
# THAILAND Type AnDate Size (US$m) Stake
Majority 19/12/2017 4,696.00 0.00% → 53.59%
Thai Beverage (ThaiBev)
ThaiBev, through its ownership of local subsidiary Vietnam Beverage, won the bidding for an
almost 54% holding in SABECO. ThaiBev emerged as the only major investor to bid in what had
Taget Name
#been billed as the hottest auction of Vietnam’s biggest asset sale. Vietnam’s Ministry of
Industry and Trade sold the SABECO stake for VND 320,000 ($14.09) a share, which was 3.5%
premium over Monday’s closing price.
Saigon Beer Alcohol Beverage Corp (SABECO)
SABECO was a SOE, and the largest brewery in Vietnam. There are only a few key players in
Vietnam beverage industry and SABECO already has the largest market with 40% share, and the
Seller
#largest distribution channel. Recognizing the potentials of such fast-growing consumer market
in Vietnam, as well as the rare occasion of capital divestment from the government, ThaiBev
bid approximately $4.7bn to be the major stake holder of SABECO and officially entered the
beverage industry of Vietnam. ThaiBev is owned by Thai billionaire Sirivadhanabhakdi, who had
special interested in Vietnam market and many of his companies held majority stakes in
Vietnam Ministry of Industry and Trade Vietnamese players like Metro Cash&Carry (from Germany), Vinamilk, Phu Thai Group, Hanoi
Melia Hotel, etc.
Sector: REAL ESTATE 6 18 2 20 16 17

Acquiror
# SINGAPORE Type AnDate Size (US$m) Stake
Minority 20/04/2018 1,300.00 0.00% → 5.74%
GIC Pte Ltd.
Vingroup, Vietnam’s biggest conglomerate decided to list Vinhomes on HOSE, and held the
largest initial public offering of the first half of 2018 in Vietnam. Singapore's sovereign wealth
Taget Name
#fund GIC agreed to buy Vinhomes shares and extend the company a debt-like instrument in a
US$1.3 billion deal ahead of the planned equity offering. During the IPO of Vinhomes, GIC paid
about US$850 million for a 5.74% stake.
Vinhomes
GIC Pte Ltd is the sovereign wealth fund established by the Government of Singapore to
Seller manage Singapore's foreign reserves. GIC was no stranger to Vietnam’s market, having already
#acquired stakes of Vietnamese key player businesses. Before the Vinhomes deals came
through, GIC Pte Ltd. had already owned a 7% in Vietcombank, 5% stake in Masan Group, 5.5%
in VietJet, 0.7% in Vinamilk, and 3.5% FPT. Its total holdings reached a total value of
Vingroup US$658.6mn (for disclosed deals amount only).

Acquiror
Minority 17/11/2017 1,150.00 0.00% → 10.03%
Jardine C&C
Vinamilk was the largest dairy corporation in Vietnam who owned 58% of market share in
Vietnam's dairy market. It was also the largest listed company in the country by market
Taget Name
#capitalization - some US$10.9 billion as of Nov 2017. In terms of scale, Vinamilk operated 13
dairy factories, owned 10 cow farms and had 240,000 retailers as exclusive distributors.
Vinamilk had presence in over 43 countries and territories outside Vietnam and was also 18.74%
Vinamilk owned by Singapore-based Fraser & Neave (F&N)
Seller Jardine C&C paid US$1,150mn for 10.03% stake in the Vietnamese dairy giant. Jardine C&C was
#an investment holding company from Singapore, engaged in a variety of sectors: automotive,
financial, heavy equipment and mining, agriculture, infrastructure and logistics, information
technology, and property businesses in South East Asia. The acquisition of Vinamilk was in line
#N/A with the Jardine C&C group's strategy of investing in market-leading companies in the region.

Acquiror
# MULTI Type AnDate Size (US$m) Stake
Avanda Investment Management Pte, Dragon
Majority 07/11/2017 743.00 0.00% → N/A
Capital, Genesis Investment Management
LLP, GIC Pte, HSBC Asset Management (UK),
Karst Peak, RWC Asset Advisors (US), Vincom Retail (VRE), a retail subsidiary of Vietnam’s largest conglomerate Vingroup, held the
Templeton Investments, TT International. biggest IPO of the year. Vincom Retail released 415 million VRE shares were exchanged with a
Taget Name total value of US$743mn for a 21.8% stake . The buyers in this transaction include multi funds
# and investment companies all over the world: Avanda Investment Management Pte (Singapore),
Dragon Capital (Vietnam), Genesis Investment Management LLP (UK), GIC Pte (Singapore),
HSBC Asset Management (UK), Karst Peak (Hong Kong), RWC Asset Advisors (U.S.), Templeton
VINCOM RETAIL JSC.
Investments (U.S.) and TT International (Singapore).
Seller At the time of the exchange, Vincom Retail was managing, operating and leasing 44 trade
# centers in 22 provinces and cities in Vietnam with a gross retail floor area of nearly 1.2 million
square meters. Particularly in Hanoi and Ho Chi Minh City, Vincom Retail accounted for 60% of
VINGROUP total retail space.

Acquiror
# HONG KONG Type AnDate Size (US$m) Stake
Majority 01/07/2017 668.00 0.00% → 88.00%
Vina Oscar Hotel
Happy Land was a long overdue project for over six years by Khang Thong Group. It first
launched as an amusement park project and commercial services worth up to $US2bn. Happy
Taget Name
# Land was located in Long An province and its commencement of construction was in February
of 2011. Upon introducing the project, Happy Land has attracted dozens of domestic and
international investors with a commitment to become the region’s top entertainment complex
Happy Land Project
in Southeast Asia. However, after a short period of implementation, construction of the
amusement park was force to stop due shortage in capital. Many investors backed off this
Seller project. Happy Land also took five long years to complete the legal process. Representative of
# Long An Civil Debt Execution Department said that creditors from inside and outside the
country had been submitting the application to this agency for the past 4 years, demanding to
reimburse their debts to Khang Thong Group.
Khang Thong Group, the original contractor of Happy Land faced difficulties and was plunged
Khang Thong Group into piles of debt. Shortage of capital delayed the Happy Land theme park project until foreign
investors stepped in. Hong Kong investor agreed to pay US$688mn for 88% stake in this Happy
Land Project. The rebirth of Happy Land project had yet to confirm. However, Vina Oscar
Hotel would take action soon.

Acquiror
# VIETNAM Type AnDate Size (US$m) Stake
Majority 04/06/2018 515.60 0.00% → 97.70%
Vinhomes
Malaysia’s Berjaya Land Bhd (BLand) finally decided to sell its entire stake at Berjaya Vietnam
Financial Center Limited to the country’s biggest real estate developer Vinhomes for
Taget Name
# US$515.6mn. At this price, property group divested its investment in a Vietnamese financial
center project at a loss. The US$930mn Berjaya Vietnam Financial Center project was designed
to have comprised an office building, five-star hotel, service residences and mega shopping
Berjaya Vietnam Financial Center Ltd
mall on a 6.64-hectare land located at 3/2 Street, District 10, Ho Chi Minh City, Vietnam.
However, this project faced multiple barriers which hindered the project from being executed.
Seller It was actually licensed in 2008, right before Vietnam’s real estate market was hit by the
# global financial crisis. Implementation was delayed and the contractor even applied to scale
down the project by half in 2013.
Vinhomes on the other hand, was the leading real estate developer and had successfully
Berjaya Land Bhd implemented many projects in a timely fashion. In fact, Vinhomes was known its strong
financial resources, quality, project scale, but most noticeably the speed of progress.

Acquiror
Minority 14/03/2017 400.00 0.00% → N/A
Hong Kong Land
CII and Hong Kong Land signed a cooperation contract to jointly develop Thu Thiem River Park
in Thu Thiem New Urban Town, District 2, Ho Chi Minh City whereas Hong Kong Land owned
Taget Name
# undisclosed stakes in Thu Thiem River Park project for US$400mn.
CII was founded by the end of 2001 to act as an instrument for the Ho Chi Minh City People’s
Thu Thiem River Park Committee to fundraise from private sources to invest in infrastructure developments. Thu
Thiem New Ubran Town was much expected to beautify and contribute to Ho Chi Minh city’s
urban planning. Hong Kong Land was property investment, management and development
Seller
# groups with premium commercial and residential property interests across Asia. This was
Hongkong Land’s second residential project in Vietnam
The project, if implemented successfully would provide around 1,140 units including luxury
Ho Chi Minh City Infrastructure Investment apartments, sky villas and garden apartments. Further amenities include swimming pools,
JSC (CII) public green areas, supermarkets and more; ensuring a comfortable, convenient, modern living
environment.
Sector: BANKS 6 18 2 20 16 17
Acquiror
# UNITED STATES Type AnDate Size (US$m) Stake
N/A 12/03/2018 370.00 0.00% → N/A
Warburg Pincus LLC
Warburg Pincus agreed to invest US$370mn in Technological and Commercial Joint Stock Bank
(Techcombank), marking the largest private equity investment to date in Vietnam.
Taget Name
# Techcombank was one of the leading commercial banks in Vietnam with a sustainable financial
foundation and strong product – service portfolio. HSBC Vietnam used to back up Techcombank
as its majority stake holder. However, HSBC announce to divest its capital in Techcombank in
Techcombank
2017. It was quite easy for Techcombank to attract capital given its strong performance in
Vietnam banking industry.
Seller
# Warbug Pincus was a private equity firm based in the U.S. aiming to invest in companies that
had sustainable growth. The firm had made several major investments in Vietnam in previous
years such as US$300mn into Vincom Retail, US$300mn into VinaCapital to invest in and
US$200mn into Becamex IDC Corp. Warburg Pincus did not disclose the size of its stake
HSBC Vietnam Techcombank following the transaction but a source familiar with the matter said it would own
less than 10 percent and that it would become one of the bank’s biggest shareholders.

Acquiror
# JAPAN Type AnDate Size (US$m) Stake
Majority 22/04/2017 306.50 50.00% → 100.00%
Hankyu Realty & Nishi-Nippon Railroad
Mizuki Park Binh Chanh was a luxury residential area project in District 7, Ho Chi Minh City.
Prestigious domestic and international companies would be involved in architectural design,
Taget Name
# landscape design, and infrastructure at Mizuki Park. Nam Long Investment Corp was township
developer with market broadly covered Ho Chi Minh City and other growing cities. As a fast-
moving group powered by 14 dynamic subsidiaries and associates, Nam Long was a preferred
Mizuki Park
destination for both local and international investors. Mizuki Park was the fourth co-operation
between Nam Long Investment and the two Japanese investors, after three highly successful
Seller projects like Flora Sakura, Kikyo Residences, and Fuji Residence.
#
Nishi-Nippon Railroad was one of Japan's "Big 16" private railroad companies. Nishi-Nippon
Railroad operated local and highway buses, supermarkets, real estate and travel agencies, as
well as railways. Hankyu Realty Co. Ltd. operated as a real estate management. Hankyu Realty
sold and leased real estate properties, provided brokerage and consulting services on real
Nam Long Investment
estate, as well as appraises the properties. Hankyu Realty also operated insurance agency,
sports facilities, and parking lot. Hanky Realty and Nishi-Nippon Railroad both held 50% stake in
Mizuki Park.

Acquiror
Majority 27/02/2017 300.00 50.00% → 100.00%
Warburg Pincus LLC & VinaCapital Group
Warburg Pincus and VinaCapital, a Vietnamese investment management and real estate
development firm, came to agreement in making an investment of US$300mn to form a hotel
Taget Name
# venture in Southeast Asia. This included the 100% acquisition of Serenity Holdings, a company
previously owned by Mr, Don Lam - CEO of VinaCapital – and Mr. Marco van Aggele.
Serenity Holdings The joint venture was established with the vision of making Vietnam the leading hotel market
in Southeast Asia. The project’s long-term goal is to seize the opportunity from the strong-
growing tourism industry in the next 5-10 years, especially from China.
Seller
#
Serenity Holdings is a beachside resort & city hotel management company, popular for its
flagship resorts, Fusion Maia Da Nang & Fusion Resort Nha Trang.
Serenity Holdings

Acquiror
Majority 29/12/2017 297.00 0.00% → 100.00%
Keppel Land
Keppel Land signed US$297mn sales and purchase agreements to acquire 100% interest in two
prime sites in Ho Chi Minh City: in the South and in District 9. In the South site,
Taget Name
# Keppel Land planned to develop about 220 landed homes and a 1,029-unit high-rise
condominium. The two developments would span a gross floor area (GFA) of about 36,110 and
141,540 square meters, respectively.
Prime sites in South of Saigon
Keppel Land was a conglomerate headquartered in Singapore. The company consisted of
Seller several affiliated businesses that specialized in offshore and marine, property, infrastructure
# and asset management businesses. Keppel Land had invested in several projects in Vietnam
over the years, in particular six real estate projects during 2017-1H2018.
#N/A

Acquiror
Minority 21/04/2018 240.00 0.00% → 100.00%
Shinhan Bank Vietnam Ltd
Shinhan Bank Vietnam Ltd was a local operation in Vietnam of Shinhan Bank South Korea.
Shinhan Bank was one of the biggest bank corporation in South Korea and in recent years had
Taget Name
# been expanding operation across borders and had presence in Vietnam since 1993 through
Shinhan Bank Vietnam Ltd. Australia and New Zealand Banking Group (ANZ) was one of the
biggest bank by market capitalization in Australia and had been operating in Vietnam also since
Retail Division of ANZ Bank (Vietnam) Ltd 1993.
Seller ANZ had been unsatisfied with its businesses in Vietnam because of high bad debt ratios and
# poor risk management at local financial institutions, and the legal system. ANZ Bank Vietnam
shut its own doors in a transaction that transferred the entire retail division, six transaction
offices and 125,000 individual customers to Shinhan Bank for US$240mn. This successful
ANZ Bank transaction had been considered as a big step for Shinhan Bank Vietnam’s development in
Vietnam market, as well as a boost of confidence for Vietnam retail banking in upcoming time
Sector: BANKS 6 18 2 20 16 17
Acquiror # VIETNAM Type AnDate Size (US$m) Stake
Minority 07/05/2018 220.00 0.00% → 10.00%
Alp Asia Finance Vietnam Ltd
Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets. ACB
demonstrated strong performance, with consolidated profit of approximately more than
Taget Name
# US$85.7mn by the end of 2017, up 60 per cent year-on-year.
Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB,
Vietnam's Asia Commercial Bank (ACB) offloading its entire holding of more than 154 million shares in the Vietnamese bank. The
foreign bank explained it was under pressure to cut costs after suffering losses from emerging
Seller markets. There seemed to be a trend that foreign banks are withdrawing investment from local
# banks like cases of ANZ and BNP Paribas.
Alp Asia Finance Vietnam Ltd secured 10% stake in ACB for US$220mn. Under Alp Asia Finance
Standard Chartered Bank (Hong Kong) Ltd Vietnam Ltd, two foreign funds Sather Gate Investments Ltd and Whistler Investments Ltd each
owned 5% stake in ACB.
Sector: INDUSTRIAL GOODS & SERVICES 18 2 20 16 17

Acquiror # UNITED STATES Type AnDate Size (US$m) Stake
Majority 01/05/2017 200.00 0.00% → 100.00%
Warburg Pincus, Becamex IDC
Warburg Pincus, LLC is an American private equity firm that is no stranger to Vietnam’s
Taget Name
# investment scene. Becamex IDC is a Vietnamese Government sanctioned State owned
Investment and a development company for Binh Duong Province. Warburg Pincus decided to
team up with a Vietnamese industrial real estate developer Becamex IDC Corp to form an
BWID BW Industrials Development Ltd
US$200mn logistics joint venture. Through the deal, Warburg hopes to capitalize on growing
demand for warehouses and manufacturing space in the country which reported GDP growth of
Seller 6.8% last year.
#
The new venture, BW Industrial Development Joint Stock Company (BWID), is said to be
focusing on developing institutional-grade logistics and industrial properties across Vietnam.
N/A

Acquiror # SINGAPORE Type AnDate Size (US$m) Stake
Majority 16/11/2017 177.00 0.00% → 100.00%
CapitaLand
CapitaLand was one of Asia's largest real estate companies headquartered and listed in
Taget Name Singapore. In Nov 2017, CapitaLand Ltd acquired an 870-unit residential development in
# Vietnam at a total value of US$177mn. The acquisition has propelled the number of
CapitaLand’s residential portfolio to 11 projects in Vietnam. Located in District 4, HCMC, this
870-unit Residental Development area was also its ninth residential unit in this busiest city of the country. The 1.45-hectare
site, close to Saigon River, was designed for two 24-storey towers as well as retail units on the
lower floors.
Seller
#
#N/A
Sector: CONSTRUCTION & MATERIALS 6 18 2 20 16 17

Acquiror
Minority 07/03/2017 156.00 0.00% → 100.00%
SCG Cement - Building Materials Co Ltd
SCG Cement-Building Materials Co.,Ltd. operated as a subsidiary of The Siam Cement Public Co
Ltd. SCG Cement-Building Materials manufactured and distributed building materials and
Taget Name
# construction products. Its products included grey and white cement, ready-mix concrete,
mortar and refractory products, concrete paving blocks, roof and ceramic tiles, fiber-cement
board and wood substitutes, sanitary ware and fittings, and insulation.
Vietnam Construction Materials JSC
Vietnam Construction Materials (VCM) was established in 2008 by international conglomerate
Kusto. It produced cement bearing the brand STARCEMT, STARMAX, and STARPRO, and
Seller
# exported clinkers to Bangladesh, Malaysia, and the Philippines. VCM had a capacity of 3.1
million tonnes a year. According to SCG, the plant had the potential to be more efficient. The
deal acquiring VCM brought SCG’s cement capacity outside Thailand, across South East Asia to
10.5 million tons, relative to its 23-million-ton capacity in Thailand.
#N/A

Acquiror VIETNAM/
Type AnDate Size (US$m) Stake
# JAPAN
N/A 12/03/2017 152.80 0.00% → N/A
An Gia Investment and Greed Group
La casa residential complex in District 7 Ho Chi Minh City was owned by Van Hung Phat Corp. It
had a total area of 6.35 ha. The project consisted of 6 blocks from 28-35 floors and 1 block
Taget Name
# office-tel. The building included 66 units and other functional areas such as hospitals,
commercial areas, services and parking.
remaining blocks of La casa project Many investors bid in La casa, and the latest one were An Gia Investment (Vietnam) and Greed
Group (Japan). An Gia Investment had acquired a series of real estate projects in Ho Chi Minh
City such as The Garden (Tan Phu District) of NAKYCO Investment Limited Company; Angia Star
Seller
# (Binh Tan District) of Tan Binh Investment Construction JSC. The M&A trend in the real estate
market contributed to the establishment and shaping of sufficiently financially capable units to
develop well-endowed projects in the market.
Van Hung Phat Corp.
Sector: BANKS 6 18 2 20 16 17
Acquiror # HONG KONG Type AnDate Size (US$m) Stake
Majority 06/11/2017 152.00 0.00% → 100.00%
Bank of China Hong Kong Holdings Ltd
BOC Hong Kong Holdings Ltd announced that it had entered into Agreements with Bank of
China (“BOC”) in relation to the transfer of the Vietnam Business and the Philippines Business
Taget Name
# respectively, as part of the restructuring exercise of the BOC Group in the ASEAN region.
The consideration for the proposed transfer of the Vietnam Business is US$152mn.
Bank of China Ltd (HoChiMinh City Branch) With the proposed transfers of the Vietnam Business and the Philippines Business, together
with the previous acquisitions of subsidiaries and/or businesses from BOC in Malaysia,
Thailand, Indonesia and Cambodia, as well as the establishment of the Brunei Branch, BOCHK
Seller
# would transform into an internationalized regional bank.
#N/A
Sector: BANKS 6 18 2 20 16 17
Acquiror
Minority 09/01/2018 152.00 0.00% → 6.52%
Estes Investment Ltd
Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets. ACB
demonstrated strong performance, with consolidated profit of approximately more than
Taget Name
# US$85.7mn by the end of 2017, up 60 per cent year-on-year.
Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB,
Asia Commercial Bank (ACB) offloading its entire holding of more than 154 million shares in the Vietnamese bank. The
foreign bank explained it was under pressure to cut costs after suffering losses from emerging
markets. There seemed to be a trend that foreign banks are withdrawing investment from local
Seller banks like cases of ANZ and BNP Paribas.
#
Estes Investment Ltd secured 6.52% stake in ACB for US$114mn.
#N/A
Sector: FINANCIAL SERVICES 6 18 2 20 16 17

Acquiror
# SOUTH KOREA Type AnDate Size (US$m) Stake
Majority 23/01/2018 151.00 0.00% → 100.00%
Shinhan Card Co., Ltd.
Prudential Vietnam Finance was launched in 2006 as the first foreign, non-bank financial
institution licensed for consumer finance lending in Vietnam. At the time of M&A, Prudential
Taget Name
# Vietnam Finance was the fourth-largest consumer finance company by outstanding loan
balance. Consumer finance was never the core area of Prudential in Vietnam, instead
Prudential Vietnam prioritized life insurance and fast-track asset management. Prudential sold
Prudential Vietnam Finance Co Ltd its entire stakes in Prudential Vietnam Finance Co Ltd to Shinhan Card Co Ltd for US$151mn
Shinhan Card Co Ltd was a subsidiary of the Shinhan Financial Group, a leading Korean financial
Seller
# institution. This deal marked the withdrawal of Prudential from the consumer finance sector in
Vietnam after more than 10 years of operation to focus on its core business. On the other
hand, this deal was to Shinhan a deeper penetration into this fast-moving market of Vietnam.
#N/A

Acquiror
Majority 02/04/2017 150.00 0.00% → 7.50%
Kohlberg Kravis Roberts & Co. L.P.
Kohlberg Kravis Roberts & Co. L.P. (KKR) was a leading global investment firm based in the
U.S. who had made several investments in Vietnam market. In Apr 2017, KKR had completed
Taget Name
# and funded US$250 million investment in Masan Group and in its branded meat platform, Masan
Nutri-Science. KKR's investment was comprised of a US$100mn purchase of secondary shares of
Masan Group from PENM Partners, an independent Danish private equity company, and a
Masan Nutri-Science JSC US$150 million primary investment in Masan Nutri-Science for a 7.5% stake. This was KKR's
second investment in Masan, having KKR previously invested US$359 million in Masan
Consumer.
Seller
#
Masan Group was among the top three largest private sector companies in Vietnam in terms of
market capitalization. It was also first domestic Vietnamese corporations to adopt a growth
PENM Partners strategy that taps foreign sources of capital for acquisition-driven expansion.
Sector: EDUCATION 6 18 2 20 16 17
Acquiror
Majority 27/03/2017 125.00 0.00% → N/A
TPG Capital LP
U.S. based global alternative asset firm TPG was among one of the first private equity firms to
invest in Asia. In March 2017 TPD entered into definitive agreements with shareholders of the
Taget Name
# Vietnam Australia International School (VAS) to acquire a majority holding of Vietnam Australia
International School.
Vietnam Australia International School VAS had more than 6,300 students in seven campuses in Ho Chi Minh City. This represented a
significant increase from the 2004 school year when it had 400 students. It became the largest
Seller private K-12 education group in Vietnam. The school system’s growth thrived since it
# introduced the Cambridge International Curriculum, which led to an increase from 4,100
students in 2014 to 6,300 in 2017.
Leveraging TPG’s expertise in Asia and in the education sector, VAS would continue to expand
#N/A its campuses, improve the quality of its programs, and further develop its staff to become the
market leader in the bilingual K-12 education segment in Vietnam
Sector: FINANCIAL SERVICES 6 18 2 20 16 17

Acquiror
HONG KONG Minority 09/10/2017 124.00 0.00% → 40.00%
Samsung Securities Co., Ltd
Caldera Pacific Ltd
Samsung Securities Co Ltd, owned by Samsung Group, operated as a financial investment
company based in South Korea. Samsung Securities chose in invest in Vietnam via M&A to
Taget Name
# accelerate its presence in the country rather than establishing a corporation. M&A Samsung
Securities, in partnership with Caldera Pacific Ltd of Hong Kong, acquired 40% stake in Dragon
Capital, the largest asset management company in Vietnam for US$124mn.
Dragon Capital Group Ltd
Samsung Securities and Caldera Pacific jointly became the second-largest shareholder in
Seller Dragon Capital with 40% holding. Caldera Pacific became a general partner and Samsung
#
Securities became a limited partner. The move indicates that since the issuance of bills of
lading, one of the main tasks of a large investment bank, was suspended in South Korea,
Samsung Securities turned its eyes overseas so as not to lag behind its competitors.
#N/A
Sector: HEALTHCARE 6 18 2 20 16 17
Acquiror
Minority 19/12/2017 110.00 0.00% → 100.00%
Mobile World Investment Corp (MWG)
Mobile World Investment Corporation (MWG) was the leading consumer electronics retailer in
Vietnam by revenue and net profit after tax with 2,000+ stores covering all provinces/cities of
Taget Name
# Vietnam. Upon enjoying robust growth in business, MWG decided to acquire the entire stake
in Phuc An Khang Pharmacy for US$110mn, and officially set foot in the pharmaceutical sector.
This business deal and partnership launched a new brand name—An Khang Pharmacy.
Phuc An Khang Pharmacy
Phuc An Khang Pharmacy was established in May 2006 with a total of 14 stores in Ho Chi Minh
Seller City. Meanwhile MWG planned to jump into pharmaceutical retail and expected to expand
#
pharmacy chain stores to 50 or 60 stores next year. This deal, along with other major M&A
made by MWG, was a bold statement announcing the retail’s ambition and dedication.
#N/A
Sector: CONSTRUCTION & MATERIALS 6 18 2 20 16 17

Acquiror
Majority 09/03/2018 103.00 20.41% → 49.91%
Nawaplastic Industries (Saraburi) Co Ltd
Nawaplastic Industries (Saraburi), a subsidiary of Thailand’s Siam Cement Group (SCG)
purchase additional 29.5% stake in Vietnamese plastic producer Binh Minh Plastic JSC (BMP).
Taget Name
# The 29.5% stake in BMP represented by 24 million shares previously offloaded by Vietnam’s
sovereign wealth fund State Capital Investment Corporation (SCIC) on March 9, starting the
divestment exercise which had been much delayed. Nawaplastic increased its ownership in
Binh Minh Plastics JSC BMP to 49.91% after this transaction, thus solidifying its position as the largest stakeholder in
the plastic company.
Seller
# Binh Minh Plastics (BMP) launched in 1977, was the country’s leading manufacturer and trader
of plastic pipes and fittings. Previously, Nawaplastic had earlier divested its entire 24% stake in
Tien Phong Plastic JSC, a competitor of BMP, for more US$66mn. As of 2017, Nawaplastic had
invested about US$121mn in Vietnam’s plastic industry. The Thai group also held shares in a
State Capital Investment Corp number of companies specializing in the production of household plastics, including Viet-Thai
Plastchem, TPC Vina Chemical and Plastic Corporation, and Minh Thai House Component.

Acquiror
Minority 15/05/2017 100.00 0.00% → 10.00%
EXS Capital and ACA Investments
May 2017, SonKim Land, a member of SonKim Group, specializing in developing real estate,
announced the completion of the US$100mn capital mobilization from the international
Taget Name
# market. This is the second investment led by EXS Capital - an independent alternative
investment group within Asia - into SonKim Land through the Lemongrass Master Fund, after a
successful initial investment of $37 million in 2013. For the follow-up investment, SonKim Land
SonKim Land and EXS Capital are also partnering with ACA Investments, a leading Japanese fund
management firm based in Singapore with a strong track record of investments across the Asia-
Seller Pacific region.
#
The ultimate goal of EXS is to make SonKim Land one of the five biggest real estate companies
in Vietnam.
#N/A
Sector: HEALTHCARE 6 18 2 20 16 17
Acquiror
Minority 06/12/2017 99.40 0.00% → 51.70%
Abbott Laboratories (Chile) Holdco SpA
Abbott Laboratories (Chile) Holdco SpA, a subsidiary of Abbott Laboratories in the U.S., had a
broad range of branded generic pharmaceuticals, medical devices, diagnostics, and nutrition
Taget Name
# products. Abottt Laboratories paid Domesco Medical Import-Export JSC (DMC) US$99.4mn for
nearly 17.95 million shares, equivalent to 51.7% of DMC’s charter capital. Abbott previously
acquired CFR International SPA in 2012/2013, so CFR International SPA’s shares in DMC already
Domesco Medical Import-Export JSC (DMC) belonged to Abbott indirectly. DMC was the third-largest listed domestic drug maker in
Vietnam.
Seller
# Since Abbott became a major shareholder of DMC’s capital (through CFR), it sent delegations
to work with DMC to support it in production, operations, finances, and human resources. As a
result, after the restructuring, DMC’s factories were capable of meeting capacity and business
#N/A development needs to 2020.
Sector: OIL & GAS THAILAND 18 2 20 16 17

Acquiror
# Type AnDate Size (US$m) Stake
Majority 28/05/2018 90.00 71.00% → 100.00%
Siam Cement PCL
Siam Cement PCL (SCG), the largest and oldest cement and building material company in
Thailand and overall Southeast Asia signed an agreement with Việt Nam National Oil and Gas
Taget Name
# Group (PetroVietnam) to acquire the latter’s equity stake in Long Son Petrochemical Co Ltd.
SCG previously owned 71% stake in Long Son Petrochemical and under deal in 2018, SCG
acquired the remaining 29% stake for more than US$90mn. After the capital divestment of
Long Son Petrochemical Co Ltd Vinachem, Qatar Petroleum International and now PetroVietnam, SCG became the sole
investor of the project with a 100% equity stake.
Seller
# Long Son petrochemical project, located in Long Sơn Petrochemical Industrial Park in Vung Tu
City was a key petrol and oil project of the Vietnamese government. Long Sơn is the third
petrochemical complex in Việt Nam after Dung Quất oil refinery and Nghi Sơn oil refinery and
petrochemical complex. It was licensed in 2008 with an initial investment capital of US$3.7bn,
PetroVietnam then was raised up to US$5.4bn in investment. Long Son petrochemical project was designed to
produce up to 1.6 million tonnes of olefin per year.

Acquiror
Majority 01/04/2017 85.61 0.00% → 100.00%
Novaland
The Sunrise Bay Novaland Project Da Nang, also known as Novaland Da Phuoc Da Nang before,
was the Da Phuoc new urban area near the Danang Bay area. This project was a self-contained
Taget Name
# area as well as a high-class resort with all the luxurious amenities such as harbor, 18-hole golf
course, shopping center, crowded national conference, high-end apartment up to 8,500 units
and sky villa. The project’s prime location promised the Sunrise Bay as one of the key projects
Sunrise Bay project in Da Nang and was expected to contribute to boost Da Nang market upon completion. This was
not only the largest scale project in Da Nang at the time, but affected greatly the urban
Seller planning and development of Da Nang in the future.
#
Sunrise Bay project was 19% owned by Gia Duc Co., a young real estate company. In order to
be involved in Sunrise Bay Project, Novaland decided to acquire the entire stakes of Gia Duc Co
Gia Duc Co. for US$85.61mn. Novaland was one of the leading real estate developers in Vietnam with many
residential projects and adding Sunrise Bay to their portfolio was the goal.
Sector: INDUSTRIAL GOODS & SERVICES 6 18 2 20 16 17

Acquiror
Majority 02/10/2017 85.00 0.00% → 100.00%
CJ Logistics Corporation
CJ Logistics, a subsidiary of South Korean CJ Corp, provided integrated logistics services in
Korea and internationally. The saga of this landmark deal began in 2013 and had continued for
Taget Name
# longer than 4 years until Oct 2017 when CJ Logistics and Gemdept finally signed the definitive
agreements. During this long period, Gemadept had to be restructured through long,
Gemadept Logistics Holding Ltd complicated restructuring process, the deal structure was changed countless times,
Gemadept Shipping Holding Ltd voluminous MOUs and definitive agreements drafted, revised and negotiated time and again,
and CJ Logistics even had to fend off other potential bidders’ poaching to acquire not only the
Seller target companies, but also Gemadept itself through a tender offer or otherwise.
#
Gemadept Corp was founded in 1990 as a state-owned company. Gemadept Logistics and
Gemadept Shipping were both subsidiaries of Gemadept Corp. By the time the deal came
through, Gemadept was the largest Vietnamese logistics firm and was among the earliest
company to be privatized. It owned several subsidiaries in port operation, logistics, rubber
Gemdept Corp plantations, and real estate. In 2016, Gemadept posted US$162mn in revenue, with a 4%
increment year-on-year while its pretax profit was down 5% to US$20mn. After restructuring
and divestments, the company would be expected deliver even more exciting performance.
Our Methodology
Sources and Completeness of Data
• Data works in Vietnam are actually a very tedious and time consuming job due to lack of a
sound reporting system and regulations. This is particularly true for M&A activities. In
many case where the seller finds it positive for their public relation or investor relation
works, they would be proactive in spreading the news.
• In many cases, including the public and listed companies, we found it hard to obtain an
official explanation in a deal that has been actually concluded. This is particularly true in
Real Estate sector where it is sensitive from tax perspective if the deal value and details
are announced.
• As such, we combine a variety of sources and data mining skills to uncover as many as
possible unannounced M&A deals that have happened. Even though our database is yet
comprehensive, we believe our methodology is as exhaustive as possible to identify M&A
deals in Vietnam.
Public
Domain
⚫ Covered by StoxPlus
Unknown Deals
Surveyed by StoxPlus
Unannounced Deals ⚫ Not yet covered by StoxPlus

Our Methodology
Sources and Completeness of Data

• Our sources of M&A data include:
✓ Public information and media releases;
✓ Data announced by reliable portals such as Bloomberg and Thomson Reuters;
✓ Large shareholder transactions on HOSE and HNX from Fiinpro platform;
✓ Review changes of management team of all public companies from Fiinpro
platform;
✓ Data mining from financial statements of large corporations in Vietnam;
✓ Press release from all private equity funds.
• We believe that our database might not include all M&A transactions but it is the most
comprehensive in Vietnam and have covered all the market in all material aspects.
Deal Value
• If deal value is not publicly and explicitly disclosed, we calculate the deal size from deal
parameters such as purchase price per share. We also obtained deal size and value from
our intelligent network where possible.
Deal Valuation Multiples

• In calculating price earning ratio (P/E), we use the acquiree latest EPS. For deal P/B, we
take the deal price divided by book value per share in a pre-deal basis, this means the
cash proceed from the transaction is not included in the book value.
Sector Classification
• We adopt the Industrial Classification Benchmark (ICB) for all sector classification.

Important Disclosures
StoxPlus’s Disclosures
• This material is prepared by StoxPlus Corporation for information purpose only. This
material is not intended to recommend or suggest any particular transaction.
• Any information contained in this material shall be used at your own discretion and risk.
StoxPlus Corporation will not be subject to any liability for any consequence caused by
the information contained in this material.
• This material may be changed without any prior notice. Content of this material may be
changed according to any changes in the situation, or effects of the additional
information after its preparation, and StoxPlus Corporation shall undertake no obligation
to update, revise or complement the content of this material according to the changes.
• While this material is prepared based on the public information and other information
StoxPlus Corporation duly obtained, StoxPlus Corporation has not independently verified
its accuracy, completeness, or suitability for your use, also shall not guarantee them.
• StoxPlus Corporation reserves the copyright of this material. This material is protected in
accordance with the copyright laws of Vietnam and other countries, as well as the treaty
provisions regarding the copyrights signed between Vietnam and other countries. For any
purpose whatsoever, no one shall be entitled to duplicate, summarize, quote, or reprint
this material, or disclose it to the third party without StoxPlus Corporation’s prior
consent.

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Thuan Nguyen, FCCA Dong Le, CFA Hai Khieu Trang Pham

Chief Executive Officer Director, Biinform Assistant Manager Market Analyst

Vietnam M&A Research Report 2017-1H2018 | Issue 8 | August 2018 2

1. M&A ACTIVITIES REVIEW 04 - 25

1.1. The Whole Market 4–9

1.2. Inbound M&A 10 – 19

1.3. Domestic M&A 20 – 23

1.4. Outbound M&A 24 – 25

2. M&A THEMES 2017 – 1H2018 26 – 34

2.1. SOE IPOs & Divestment 26 – 29

2.2. Banks & Financial Services Restructuring 30 – 32

2.3. Increasing Foreign Capital Inflows 33 – 34

2.4. Valuation Review 35 – 37

APPENDICES AND DISCLOSURES

@ 2018 StoxPlus Corporation.

Vietnam M&A 2018 Research Report| Issue 8 | August 2018 3

1.1 The Whole Market

1.2 Inbound M&A

1.3 Domestic M&A

1.4 Outbound M&A

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 4

Remarkable M&A record for year 2017 and strong growth

Total deal value (US$mn)

Deal Value Number of deals

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 5

2017 M&A: Food & Beverage dominated via mega deals

Industrial Goods &

Personal & Household

Travel & Leisure

2017 TOTAL DEAL VALUE 2017 NO. OF DEALS

In terms of total deal value: In terms of number of deals:

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 6

1H2018 M&A: strong growth momentum remained and the

Personal & Household

Food & Beverage

Oil & Gas

Industrial Goods &

Automobiles & Parts

1H2018 TOTAL DEAL VALUE 1H2018 NO. OF DEALS

In terms of total deal value: In terms of number of deal:

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 7

BY DEAL VALUE BY NUMBER OF DEALS

In terms of total deal value: In terms of number of deal

Vietnam M&A 2017-2018: Majority of capital flow came from

100%0.2% 0.1% 0.2% 0.1% 0.5% 0.0%

80% INBOUND M&A

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 9

1.1 The Whole Market

1.2 Inbound M&A

1.3 Domestic M&A

1.4 Outbound M&A

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 10

Inbound M&A drove the market during 2017 – 1H2018

Figure 6: Inbound M&A (US$mn) in Vietnam, 2013 - 1H2018

Figure 7: Top 8 Inbound M&A Deals, 2017 – 1H2018

# YEAR ACQUIROR NATION TARGET COMPANY/ SECTOR DEAL VALUE

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 11

Inbound M&A in 2017: Thailand bulled in

BY TOTAL DEAL VALUE BY NUMBER OF DEALS

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 12

Inbound M&A in 1H2018: Singapore increased investment to

BY TOTAL DEAL VALUE BY NUMBER OF DEALS

Vietnam M&A 2018 Research Report| Issue 8 | September 2018 13