Thuan Nguyen, FCCA
Lan Nguyen
Hai Khieu
Anh Nguyen
Chief Executive Officer
Managing Director, Biinform
Senior Associate
Senior Associate
StoxPlus Corporation
StoxPlus Corporation
StoxPlus Corporation
StoxPlus Corporation
+84(4) 35626962 (ext. 111)
+84(4) 35626962 (ext. 109)
+84(4) 35626962 (ext. 108)
+84(4) 35626962 (ext. 108)
Preface
We are pleased to bring to you the Vietnam
M&A Research Report 2017 (Issue 7). In
addition to the M&A data mining, we also
focus on M&A opportunities by featuring some
industries where we think investment
opportunities will be arising given its new
dynamics and regulatory developments. We
also reviewed latest status of SOE IPOs and
divestments of State capitals in equitized
SOEs.
Our M&A report utilized extracted database
with over 6 years of historical data in
Vietnam. In addition to data analysis, the
report also relies on the authors extensive
knowledge and experience in advising deals in
Vietnam. We have surveyed relevant foreign
and local institutional investors as well as
conducting a number of in-depth interviews in
with experienced M&A advisers and
Government officials in during our
preparation.
We strongly believe that this report will be
valuable to institutional investors, investment
companies and foreign players who are
considering M&A as a strategy to set a
foothold or to expand your businesses in
Vietnam.
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
About StoxPlus
This report is prepared by a team of
experienced analysts, researchers and data
clerks at StoxPlus. StoxPlus is a leading
financial and business information provider in
Vietnam. Our services include provision of
high quality data feeds, analytic tools and
market research.
StoxPlus is now serving a client portfolio of
over 100 corporate data clients including
securities companies, research houses, asset
managers, investment companies, and
thousands of sophisticated individual
investors.
Our Biinform division has been established as
an independent research house in Vietnam to
provide local insights to our clients at quality
standards of the World’s prestige advisory
firms. More details can be found at
www.biinform.com.
If you have any questions about this report or
our services, please don not hesitate to
contact Thuan Nguyen, CEO of StoxPlus at
or +84- 4-3562
6962, ext 111.
2
Table of contents
PREFACE
2
1. VIETNAM M&A ACTIVITIES REVIEW
04 - 28
2. KEY THEMES 2017
29 - 42
2.1. SOE IPOs & Divestment Update
29 – 38
2.2. Valuation Review
39 - 42
3. FORWARD LOOKING
43 – 54
3.1. State Capital in Public Companies
43 – 47
3.2. Inbound M&A by Country
48 – 50
3.3. Featured Industries
51 – 54
APPENDICES AND DISCLOSURES
Appendix
Abbreviation
Our Methodology
55 – 74
75
76 – 77
Important Disclosures
78
About StoxPlus Corporation
79
@ 2017 StoxPlus Corporation.
All rights reserved. All information contained in this publication is copyrighted in the name of StoxPlus, and as such no part of this publication
may be reproduced, repackaged, redistributed, resold in whole or in any part, or used in any form or by any means graphic, electronic or
mechanical, including photocopying, recording, taping, or by information storage or retrieval, or by any other means, without the express written
consent of the publisher.
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
3
Section 1: M&A Activities Review
1.1
Total Market
1.2
Inbound M&A
1.3
Domestic M&A
1.4
Outbound M&A
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
4
Section 1: M&A Activity Review | Total Market
Remarkable record year 2016 of Vietnam M&A but less busier
for 1H2017
Figure 1: Vietnam M&A Total Deal Value (US$mn) & Number of Deals, 2003 – 1H2017
345
255
245
172
41
118
23
34
22
61
171
4,7885,235
6,314
5,143
38 1,7191,1171,1401,750
3,504
299
108
1H2017 vs. 1H2016
332 10,162
295
166
308
160
102
1,654
102
5,202 1,654
6M2016 6M2017
TOTAL DEAL VALUE
NO. OF DEALS
Source: StoxPlus
NEW RECORD HIGH was set in Vietnam M&A 2016 with total deals value of US$10,162mn thanks to a
number of “mega” deals. However, the momentum slows down in 1H2017 in terms of deal value and number of
deals. Particularly, total M&A deal value stayed at US$1,654mn which is far lower than US$5,202mn in
1H2016.
Despite lower deal number (308 deals in 2016
compared to 332 deals in 2015), M&A activities
in Vietnam set new record high with a big jump
in total deal value to US$10.16bn in 2016,
increasing by almost 95% compared to the
previous year. Data takes into account
acquisitions of Vietnam domiciled enterprises
made by foreign investors (Inbound M&A),
acquisitions of foreign domiciled enterprises
(Outbound M&A) and M&A deals among domestic
corporations (Domestic M&A).
M&A activities did show a boom in 2016 as well
as saw many big ticket transactions. 23 out of
308 M&A deals over the year 2016 have the deal
value over US$100mn. Bidders in these deals are
Thai players (Central Group - Big C, Singha Masan Consumer), South Korean peers (AON BGN
- Landmark 72, Mirae Asset & AON BGN Group Keangnam Landmark 72); Singaporean investors
(Mappletree – Kumho Asiana, F&N Dairy
Investments – VINAMILK) and Japanese investors
(ANA - Vietnam Airlines, JX Holdings Inc Vietnam National Petroleum Corp, Nippon
Airways - Vietnam Airlines).
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
There are a number of M&A deals in Real Estate
(56 deals) , Industrial Goods & Service (62
deals), Food & Beverage (34 deals) and
Construction & Materials (32 deals).
The momentum cools in 1H2017 in terms of
volume and value. Particularly, there are 102
deals in 1H2017 with total deal value of
US$1.628bn.
Significant M&A deals in 1H2017 include
Shinhan Bank acquiring ANZ Vietnam’s Retail
Division at US$240mn, SCG acquiring 100% stake
in VCM at US$156mn, Kohlberg Kravis Roberts
acquiring 7.5% stake in Masan Nutri-Science and
4.2% stake in Masan Group with total
investment of US$250mn, Earth Chemical
acquiring 100% stake in A My Gia at US$89mn
and China Fortune Land Development acquiring
Dai Phuoc Lotus at US$64mn.
F&B, Bank and Construction & Materials are the
three most buoyant industries in terms of deal
value in 1H2017.
5
Section 1: M&A Activity Review | Total Market
Real Estate and Consumer-based sectors still witnessed high
value of transactions
Figure 2: Total M&A Deal Value (US$mn) & Deal Number of Top Sector, 2016
62
3,965
56
34
32
1,063
10
198
2
136
16
133
66
170
Others
TOTAL DEAL VALUE
209
11
Technology
303
6
Insurance
Industrial Goods &
Services
Travel & Leisure
Media
Construction &
Materials
Retail
Food & Beverage
Real Estate
315
Health Care
331
13
Oil & Gas
367
7
Personal &
Household Goods
423
6
14
Basic Resources
736
Utilities
1,738
21
18
NO. OF DEALS
Source: StoxPlus
In terms of TOTAL DEAL VALUE:
•
Real Estate appeared to be the most
attractive sector in 2016 with investment
value of US$3.97bn, equivalent to 32% of the
year’s M&A activities. Remarkable deals
include Vietnam Investment Development
Group’s acquiring 22% stake in Vingroup at
US$1.08bn, Mirae Asset & AON BGN Group’s
acquiring 100% Landmark 72 for US$396mn,
Vingroup’s acquiring 81.8% in Sinh Thai
Company for US$380mn and Mapletree’s
acquiring 100% Kumho Asian Plaza for
US$215mn.
•
Food & Beverage, Retail, Construction &
Materials and Media were in the Top five
attractive sectors for M&A, accounting for
17%, 14%, 9% and 6%, respectively. Media
made a spectacular rises in Vietnam M&A
ranking by sector, from 14th place in 2015 to
5th rank in 2016 with total deal value of
US$423mn. Meanwhile, the remaining have
been magnetic to M&A bidder since 2015.
Notable M&A deals include VID Group – 21.7%
Vingroup, Central Group – 100% Big C
Vietnam, Singha – 14% Masan Consumer and
Siam City – 65% Holcim Vietnam.
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
In terms of DEAL NUMBER:
•
Industrial Goods & Services captured the
highest number of M&A deals in 2016 – 66
deals or approximately 20% in total M&A
deal number in 2016. Significant deals
include Aeroport de Paris acquiring 7.4%
stake in Airports Corporation Of Vietnam
at US$97mn, SOTRANS acquiring 67.1%
stake in Southern Waterborne Transport
Corporation at US$35mn and GEX acquiring
18.9% in Vietnam Electrical Equipment at
US$29mn.
•
Real Estate, Food & Beverage,
Constructions & Materials and Utilities are
other attracting industries in 2016 as high
potential demand, good performance of
domestic players,
6
Section 1: M&A Activity Review | Total Market
M&A takes a knock in 1H2017 in terms of total deal value
Figure 3: M&A Total Deal Value (US$mn) & Deal Number, 1H2011 – 1H2017
188
160
123
112
96
3,067
102
85
3,430
2,463
1H2012
1H2013
1,654
2,078
1,747
1H2011
5,202
1H2014
TOTAL DEAL VALUE
1H2015
1H2016
1H2017
NO. OF DEALS
Source: StoxPlus
M&A activities in Vietnam are losing upward momentum in 1H2017 in terms of deal value and number
of deal. Particularly, in 1H2017, 102 M&A transaction are recorded with total deal value of
US$1,654mn, posting a 219% decrease and a 110% decrease compared to the figure in 1H2016 and
1H2015, respectively.
By sector, in addition to “old name” such as F&B, Construction & Materials, Real Estates and Industrial
Goods & Services, Vietnam witness big deals in Banks and Personal Goods & Services in 1H2017.
Particularly, Shinhan Bank successfully acquired ANZ Vietnam Retail Division at US$240mn in April
2017. In addition, Japanese firms in chemical sector, Earth Chemical, fully acquired A My Gia – a local
player specializing in the manufacture of home care products under the brands Gift, Ami, Redfoxx. The
deal value is US$89mn.
Figure 4: M&A Activities by Sector, 1H2017
21
14
497
10
240
9
11
32
30
29
27
Travel & Leisure
Chemicals
Others
1
6
3
Utilities
TOTAL DEAL VALUE
47
Oil & Gas
50
7
36
Financial Services
75
Insurance
Personal & Household
Goods
91
Basic Resources
104
2
Industrial Goods &
Services
159
Real Estate
Banks
Food & Beverage
210
Construction &
Materials
1
8
5
4
NO. OF DEALS
Source: StoxPlus
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
7
Section 1: M&A Activity Review | Total Market
Deal size analysis: Big and mega deals drive M&A 2016
Figure 5: Vietnam M&A Total Deal Value (US$mn) and Deal Number
BY DEAL VALUE
US$10.16bn
US$5.26bn
9.7%
10.5%
69.7%
2016
Less than US$1mn
US$1-5mn
2015
US$5-25mn
27.5%
25.0%
13.1%
12.1%
9.7%
10.5%
3.5%
5.3%
6.8%
10.1%
51.0%
69.7%
2016
BY NUMBER OF DEAL
23.1%
28.9%
31.2%
27.5%
2016
US$25-50mn
US$50-100mn
51.0%
13.1%
12.1%
2015
2015
More than US$100mn
Source: StoxPlus
In terms of TOTAL DEAL VALUE:
•
Big and mega deals dominated the market
in 2016. The year witnessed the large
portion of M&A deal value from more than
US$100mn, which its high record of
US$7.07bn among total deal value
(US$10.16bn), 2.6 times larger than this
figure in 2015.
•
While the year 2015 showed US$0.97bn for
deals from US$5-25mn and US$0.63bn with
deals ranged from US$25-50mn, there was
a switch between these 2 deal value range
in year 2016. Particularly, deals from
US$25-50mn reached nearly US$1.00bn
while it took approximately US$0.7bn. The
rest of deals with value less than US$5mn
or lower accounted for only approximately
2% among total deal value that captured of
US$0.17bn in 2016.
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
In terms of DEAL NUMBER
•
Among our identified 269 deals in 2016,
deals with value from US$1-5mn performed
the highest with 69 deals, equal to 26% of
total deals, decreased 37% in comparison
to 2015 (193 deals). There were 53 deals
for both value ranged from less than
US$1.0mn and US$25-50mn for year 2016,
also lower than 2015 for these 2 deal value
limit, which took 93 deals for each range.
•
Following were 29 deals, 15 deals, and 8
deals for deal value of US$25-50mn, over
US$100mn, and US$50-100mn respectively
in the year 2016. Overall, these deals
increased up to 30% vs 2015, which
numbered with 1 bsidiary.
Saigon Securities is one of the largest securities firms in Vietnam, and in 2015, marked the
highest market share among brokers listed on the Ho Chi Minh Stock Exchange. As planned, SSI
expected to generate revenues of about US$92mn and net profit of US$46mn for the year 2017.
Appendix 5: M&A Transaction Factsheet
VIETNAM M&A TRANSACTION 2016
Sector: TECHNOLOGY
Acquiror
6
18
# SOUTH KOREA
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Majority
18/11/2016
34.08
0.00% → 62.50%
UTC INVESTMENT
Taget Name
VNPT EPAY
Seller
#N/A
Sector: INSURANCE
Acquiror
UTC Investment Co., Ltd. (UTC) is a private equity and venture capital firm. Its major business
are specializing in buying out and investing in start-ups. The fund also engages in corporate
# restructuring. In addition, the firm seeks to invest in the information services, petrochemistry, and energy sectors. In South Korea, UTC focus on Seoul and Gyeonggi-do for their
investment. Moreover, the firm implements cross-border M&A as well, primarily in China and
Japan. To look for new investment opportunities, especially nations with high growth rate such
as Vietnam, UTC has completed the purchase of 7.47 million shares, equaling a 62.25% stake in
VNPT Electronic Payment JSC (VNPT EPAY) from VMG Media Group (VMG). The transaction was
# settled in middle of November 2016.
Formerly, VNPT EPAY was founded by Vietnam Posts and Telecommunications Group (VNPT),
holding of 35% stake, and VMG, with 62.25%. Established in 2008, VNPT EPAY is one of 3 largest
enterprises that provide electronic payment services in Vietnam. The company also provide
various means of payment services such as, through a prepaid card code, payment via SMS or
bank for online games, online services on the internet or mobile platforms.
6
18
# HONG KONG
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Minority
07/01/2016
33,21
0.00% → 35.00%
FAIRFAX ASIA LIMITED
Taget Name
BIDV INSURANCE
Seller
#N/A
Sector:
Acquiror
Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is
# engaged in property and casualty insurance and reinsurance and investment management.
Through its subsidiary Fairfax Asia Limited, Canada-headquarter FairFax Financial Holdings has
completed the purchase of 35% stake of BIDV Insurance Corporation (BIC) equivalent to 41 mn
shares.
After this transaction, Fairfax has become BIC’ strategic partner and had right to appoint 2
# members of BIC’s broad directors and 2 nominee members. Seeing the advantage of strong
presence of BIC in Viet Nam as well as Cambodia and Laos, Fairfax believes this transaction is
its great opportunities to expand its services in ASEAN region.
6
# SOUTH KOREA
18
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Minority
15/06/2016
32.00
8.01% → 99.99%
DAESANG CORP
Taget Name
DUC VIET FOOD JSC
Seller
#N/A
Daesang Corp., a South Korean food-producing conglomerate has completed the acquisition of
a 99.99% stake in Vietnamese meat processor and distributor Duc Viet Food JSC for US$32 mn in
# September 2016, bringing the firm a bridgehead in the Southeast Asian meat processing
market. The purpose of buying Duc Viet Food is to foster its food processing business in
Vietnam, mainly solely concentrate on frozen ham products.
Starting operations in 1956, Daesang dedicates in food and seasoning manufacturing, including
soybean paste, marinade, soy sauce, soups, and Chinese noodle, among others. Daesang first
# comes to Vietnam and engage in the food market in the 1990s by building a seasoning
manufacturing plant. Currently, the firm has three manufacturing bases across Vietnam. Miwon
monosodium glutamate is known as one of its key products in Vietnam that is well recognized
by the consumers as well. Daesang expects to make US$42.29 million in annual sales in
Vietnam by 2020.
Established in 2001, Duc Viet Food specializes in manufacturing and distributing meat products,
sausages, spices, and instant food. The company produces several type of products including
variety of sausages and bacons. Main products are: High Quality Berlin sausage, Nuremberg
sausage, etc. to serve most special customers with the best pork; Traditional sausage with:
Smoked sausage, Grill sausage, Beer garden sausage, Country sausage, smoked pork knuckle,
smoked pork loin, etc. These products are strongly favored and are being sold mostly in
supermarkets in big cities with favorable prices.
Appendix 5: M&A Transaction Factsheet
VIETNAM M&A TRANSACTION 2016
Sector: FOOD & BEVERAGE
Acquiror
6
18
# SINGAPORE
2
20
16
Type
AnDate
Size (US$m)
Minority
02/12/2016
25.50
17
Stake
N/A
→ 44.99%
WILMAR INTERNATIONAL
Taget Name
VIETNAM AGRIBUSINESS HOLDING
Seller
#N/A
Sector: INDUSTRIAL GOODS & SERVICES
Acquiror
Wilmar International Limited (Wilmar), founded in 1991 and headquartered in Singapore, is
today Asia’s leading agribusiness group. Wilmar’s business activities include oil palm
# cultivation, oilseed crushing, sugar milling and refining, manufacturing of consumer
products, and fertilizers as well as flour and rice milling. The company is ranked amongst the
largest listed companies by market capitalization on the Singapore Exchange. In early
December 2016, the firm acquired almost 45% stake of Vietnam Agribusiness Holdings for
US$25.5mn. This transaction was made through its wholly owned subsidiary Siteki Investments.
So far, Wilmar is present in Vietnam as the founding shareholder of Cai Lan Oils and Fats
# Industries, and joint venture partner with Vietnam’s biggest retailer Saigon Co.op in a FMCG
factory.
VAH was a joint venture between Bunge Limited and local Vietnamese soybean meal
distributor Quang Dung, which is still holding a 10% interest in the business. The new
agreement will reposition the firm’s animal feed business in Vietnam with a stronger footprint,
Said Kuok Khoon Hong, chairman and CEO of Wilmar.
6
18
# SINGAPORE
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Minority
30/03/2016
25.37
15.56% → 29.71%
METRO PACIFIC TOLLWAYS CORPORATION
Taget Name
CII BRIDGES & ROADS
Seller
#N/A
Sector: FINANCIAL SERVICES
Acquiror
Metro Pacific Tollways Corporation (MPTC) is an investment company, engages in tollway
business in Philippines. With the strategy to expand regional footprint, in March 2016, (MPTC)
# has bought 27,293,055 shares of CII Bridge and Road investment JSC(CII B&R) worth VND491.3
billion. At present, MPTC has 15.56% of ownership in CII B&R. Based on CII B&R experience in
toll way and potential of new project, MPTC believes CII B&R is the right partner of MPTC to
implement the expansion strategy. In addition, according the agreement between CII B&R and
MPTC, the second trade worth VND528.7 plans to conduct in September 2016, increasing
MPTC’s ownership to 45%.
#
CII Bridge and Road investment JSC (CII B&R) is a toll road company with about 8 toll roads and
bridge projects with approximately 123 kilometers. The majority of the CII B&R shares is
owned by the Ho Chi Minh City Infrastructure Investment Joint Stock Company (CII), CII B&R
parent’s company. Recently, CII has conducted the conversion of VND491.2bn of the First
Tranche Convertible Bonds to shares of CII B&R to sell to MPTC. This transaction has decreases
CII ownership of CII B&R to 67.36%.
6
# UNITED STATES
18
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Majority
17/03/2016
25.00
0.00% → 100.00%
STANDARD CHARTERED PRIVATE EQUITY
Taget Name
M_SERVICE COMPANY
Seller
#N/A
Standard Charted Bank (SCB) is leading international banking group. With the advantages of
having an early presence in Vietnam (since 1990), SCB Vietnam currently has more than 859
# employees and three branches operating full service operation covering retail, SMEs can
Corporate clients. Understanding digitizing trend providing instant and everywhere access to
banking, SCB Vietnam has pursued the strategy to upgrading its digital platform for online
banking, mobile bank, SMS and ATM. In 2016, SCB has invested US$25mm in Momo, a mobile
money service operated by M_Service JSC, with expectation to develop infrastructure for the
use of cashless payment methods by launching Straight2Bank Wallet payments in Vietnam.
# Before this investment, SCB Vietnam used to invest in other projects including investment into
Golden Gate Group, the largest service restaurant in Vietnam with US$35 million and another
US$90 million into AGPPS, largest distributor of plant protection chemicals and the largest
distributor of rice seeds in Vietnam.
M_Service is the first company in Vietnam licensed by the State Bank of Vietnam, currently
providing a mobile wallet catering to the unbanked population. At present, MoMo has
partnership with 24 local banks also allows users to pay utility bills. It also has a physical
network of over 4,000 OTC agents in 45 provinces and secured 2.5 million users. With the
investment of SCB, M-Services believes they can develop rapidly by continuing to invest in the
launch of new products and services, expanding bank and merchant connectivity to grow its
banking network to 11,000 agents and serve 7 mn people by the end of 2017.
Appendix 5: M&A Transaction Factsheet
VIETNAM M&A TRANSACTION 1H2017
Sector: CONSTRUCTION & MATERIALS
Acquiror
6
18
# THAILAND
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Majority
07/03/2017
156.00
0.00% → 100.00%
SCG CEMENT - BUILDING MATERIALS CO. LTD
Taget Name
VIETNAM CONSTRUCTION MATERIALS
Seller
#N/A
Sector: FOOD & BEVERAGE
Acquiror
SCG Cement - Building Materials Co. Ltd (SCG Cement), a subsidiary of Siam Cement Group
(SCG), a big group and place at the top business conglomerate with a rich history over 100
# years in Thailand. Historically, following a royal decree of His Majesty King Rama VI to produce
cement, the main building material for infrastructure projects that greatly contributed to the
progress of the country, SCG Cement established the first cement manufacturer in Thailand in
1913. As announced in early March 2017 in media, SCG Cement eventually purchased a 100%
stake in Vietnam Construction Materials for US$156m. The enterprise value of the transaction
is valued at US$440m, including net debt and additional efficiency improvement investment to
# the acquired assets, according to the Bangkok Post. This transaction remarked Thailand once
again shows its strategic business plans in Vietnamese market and for their further target to be
succeed in the ASEAN region.
The seller, Vietnam Construction Materials has its production capacity of 3.1 million tons/year
including one integrated plant at Tuyen Hoa in Quang Bing Province. This acquisition raises
SCG’s cement production capacity in the ASEAN region outside of Thailand to 10.5 million
tons/year.
6
18
# UNITED STATES
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Minority
02/04/2017
150.00
0.00% → 7.50%
KOHLBERG KRAVIS ROBERTS & CO. L.P.
Taget Name
MASAN NUTRI-SCIENCE JSC
Seller
#N/A
Sector:
Acquiror
Kohlberg Kravis Roberts & Co. L.P. (KKR) is a leading global investment firm that manages
investments across multiple asset classes including private equity, energy, infrastructure, real
# estate, credit and hedge funds. The firm invests its own capital alongside its partners' capital
and brings opportunities to others through its capital markets business. According to Business
Wire dated 20/04/2107, KKR has completed and funded its US$250 million investment in the
Masan Group and in its branded meat platform, Masan Nutri-Science. KKR’s investment is
comprised of a US$100mn for Masan Group, and a US$150mn primary investment in Masan
Nutri-Science for a 7.5% stake. This is KKR’s second investment in Masan, having KKR previously
# invested US$359 million in Masan Consumer.
Masan Nutri-Science, a subsidiary of Masan Group, is Vietnam’s largest fully-integrated
branded meat platform, focused on driving productivity in Vietnam’s animal protein industry
and ultimately directly serving consumers with traceable, quality and affordable meat
products. In 2016, Masan Nutri-Science sold over 2.5 million tons of animal feed through its
national network of over 4,500 dealers and 13 feed facilities, generating approximately US$1.1
billion in sales. Growth was driven by animal feed brand “Bio-zeem” and integration and
turnaround of Proconco and ANCO by implementing an FMCG approach to an agricultural
business. In the same year, Masan Nutri-Science completed its feed-farm-food (3F) model with
the groundbreaking of a scale and high-technology pig farm in Nghe An and becoming a
strategic partner of VISSAN, Vietnam’s largest meat company.
6
# UNITED STATES
18
2
20
16
Type
AnDate
Size (US$m)
Minority
02/04/2017
100.00
17
Stake
N/A
→ 4.20%
KOHLBERG KRAVIS ROBERTS & CO. L.P.
Taget Name
MASAN GROUP CORPORATION
Seller
#N/A
Following the previous deal, the total transaction of US$250mn was divided US$100mn to Masan
# Group a purchase of secondary shares of Masan Group from PENM Partners, an independent
Danish private equity company. The Transaction's close makes KKR being the second largest
foreign shareholder of Masan Group, after the funds owned by the Government of Singapore,
and the largest shareholder of Masan Nutri-Science after Masan Group.
Masan Group Corporation (Masan), one of Vietnam’s largest private sector companies with a
# focus on the consumption and resources sectors. The Company’s mission is to provide better
products and services to the 90 million people of Vietnam, so that they can pay less for their
daily basic needs. Masan aims to achieve this by driving productivity with technological
innovations, trusted brands, and focusing on fewer but bigger opportunities that impact the
most lives. Furthermore, their vision is to become Vietnam’s local private sector champion in
terms of scale, profitability, and shareholder return and to being the country’s growth partner
and employer of choice.
Appendix 5: M&A Transaction Factsheet
VIETNAM M&A TRANSACTION 1H2017
Sector: PERSONAL & HOUSEHOLD GOODS
Acquiror
6
18
# JAPAN
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Majority
30/03/2017
80.93
0.00% → 100.00%
EARTH CHEMICAL CO., LTD
Taget Name
A MY GIA JOINT STOCK COMPANY
Seller
#N/A
Sector: INDUSTRIAL GOODS & SERVICES
Acquiror
According to Nikkei Asian Review, Earth Chemical Co., Ltd. is founded on April 1, 1892 with its
headquartered in Tokyo, Japan. The company engages in the manufacture, sale, import and
# export of pharmaceutical products, quasi-drugs, medical tools, and household products. Its
operations are carried out through the following segments: Household Products Business
(pharmaceutical insecticides, quasi drug insecticides, gardening products, and other household
commodities such as oral care, air fresheners and deodorizers, detergents, bath additives, and
anti-moths) and General Sanitary Management Business (includes total health care, pest
control, and building maintenance businesses).
#
The deal that company concluded at roughly US$81mn for 100% stake of A My Gia JSC (AMG)
but was not disclosed publicly. AMG is established in 2003 under company liability limited,
after of 10-year operating and sustained development, the company upgraded to a joint stock
company with its main core business in manufacturing and providing cleaning and hygiene
products such as Gift, Ami, Redfoxx brand. Currently, AMG has its production plant locates in
Nam Tan Uyen, Binh Duong IP with total of 14,000 m² and provide job for more than 700
employees.
6
18
#
2
20
16
Type
AnDate
Size (US$m)
Minority
19/03/2017
37.10
17
Stake
N/A
→ 16.00%
KEPPEL LAND
Taget Name
KEPPEL LAND WATCO I TO V
Seller
SOUTHERN WATERBORNE TRANSPORT
CORPORATION
Sector: FOOD & BEVERAGE
Acquiror
KATO SANGYO CO., LTD
Taget Name
TOAN GIA HIEP PHAT TRADING & FOOD
PROCESSING JSC
Seller
#N/A
Announced officially on its website, Keppel Land Limited (Keppel Land), through its subsidiary,
Krystal Investments Pte Ltd, has acquired from its Vietnamese partner, Southern Waterborne
# Transport Corporation, an additional 16% stake in Keppel Land WATCO I to V, the joint venture
(JV) entities for Saigon Centre in Ho Chi Minh City, Vietnam. The consideration for the
purchase is VND 845.9 billion, approximately US$37.10mn. Following the acquisition, Keppel
Land has increased its aggregate interest in the JV companies for Saigon Centre Phases One
and Two (Keppel Land WATCO I, II and III) from approximately 45.3% to 53.5%, and its
aggregate interest in the JV companies for subsequent phases of Saigon Centre (Keppel Land
# WATCO IV and V) from 68% to 76.2%.
Saigon Centre is strategically located on Le Loi Boulevard, one of the city’s main thoroughfares
and within proximity to the Ho Chi Minh City (HCMC) People’s Committee, Ben Thanh Market,
Opera House, the Dong Khoi shopping belt and prominent hotels. The project’s phase 1 was
completed since 1996 and comprises a 25-storey mixed-use development including a threestorey retail podium, Grade A office space and 89 luxury serviced apartments. To continue its
extension, the phase 2 development will include 44,000 m2 of premium Grade A office space,
55,000 m2 retail area and 195 units of luxury serviced apartments when completed.
6
# JAPAN
18
2
20
16
17
Type
AnDate
Size (US$m)
Stake
Majority
08/01/2016
18.70
0.00% → 100.00%
According to the company profile via Nikkei, Kato Sangyo Co., Ltd. engages in the business of
food products distribution. The company was founded in September 1945 and is headquartered
# in Nishinomiya, Japan. Its operations are carried out through the following segments: Room
Temperature Distribution, Low Temperature Distribution, Alcoholic Beverage Distribution and
Others. The Room Temperature Distribution segment wholesales processed foods,
confectioneries, and related products. The Low Temperature Distribution segment distributes
frozen and agricultural products. The Alcoholic Beverage Distribution segment involves with
alcoholic beverage distribution. The Others segment includes logistics and insurance business,
# restaurant franchise vehicle operations. In early January 2016, Kato Sangyo completed buying
100% stake from Toan Gia Hiep Phuoc Trading and Food Processing JSC (TOGICO) with
settlement of US$18.7mn. The deal was not disclosed publicly.
TIGICO is just founded in 2005, after 10 years of operation the company grows rapidly and
becomes one of the leaders in importing and distributing brand foods in Vietnam market.
Facilitated by the two distribution centers, locate at the big cities including Ho Chi Minh City
and Hanoi together with its warehouse and storage system of more than 5,000 m2 as well as
well-equipped specialized trucks, TIGICO has able to provide its products widely over several
provinces to supermarkets, convenient stores, restaurants, hotels, and so on.
Acronyms
ABBRE.
STAND FOR
DATC
Debt and Asset Trading Corporation
HANDICO
Hanoi Housing Development and Investment Corporation
HAWACO
Hanoi Water Supply
HCMC
Ho Chi Minh City
IDICO
Vietnam Urban and Industrial Zone Development Investment Corporation
MARD
Ministry of Agriculture and Rural Development
MOC
Ministry of Construction
MOD
Ministry of Defense
MOIT
Ministry of Industry and Trade
MOT
Ministry of Transportation
RESCO
Saigon Real Estate Corporation
SATRA
Saigon Trading Group
SAWACO
Saigon Water Supply Corporation
SEGs/SCs
State Economic Groups/ State Corporations
UDIC
Urban Infrastructure Development Investment Corporation
US$bn
US Dollar billion
US$mn
US Dollar million
VICEM
Vietnam Cement Industry Corporation
Y-o-Y
year-over-year
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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
Not yet covered by StoxPlus
Unknown Deals
Surveyed by StoxPlus
Unannounced Deals
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76
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.
Vietnam M&A Research Report 2017 | Issue 7 | August 2017
77
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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About Us
About StoxPlus Joint Stock Company
StoxPlus, an associate company with Nikkei Inc. and QUICK Corp. from Japan, is proud to be a leading provider of financial and
business information in Vietnam. We provide subscription-based FiinPro Platform, private company reports, industry reports and
customisable research for both domestic and foreign clients. StoxPlus help clients with insightful information to analyse and
make strategic decisions and bring success to investors, banks, financial institutions, corporate owners and management.
Financial Information Unit (“Fiinform”)
We developed a comprehensive and insightful financial
database for Vietnam covering stock market data, industry
data, macro data, fixed income, M&A data, IPOs, and so on.
Our products for this unit are:
• FiinPro Platform: an integrated financial data platform and
analytic tools designed for investment professionals,
researchers and brokerage consultants. FiinPro has hundreds
of subscribers from Securities Firms, Insurance Firms, Banks,
Investment Funds, Asset Managers, Economic Schools and
Research houses.
• Data Feed services: we operate like an authorized data
vendor for Exchanges plus data and contents produced and
standardised by StoxPlus.
• IR Website Solutions: we provide widgets or microsites for
public companies and related data for their investor
relations
• Financial IT Solutions: custom and off-the-shelf modules
and database development utilizing our data strengths
Business Information Unit (“Biinform”)
We provide private company reports, industry reports ready-touse in standard format via our portal www.biinform.com. The
service covers almost all registered companies in Vietnam plus
about 20 key sectors of Vietnam’s economy. Main product
categories are:
• Non-public company Report
• Industry Report
• Customised Research
• Market Entry Advisory
We work with trading companies, institutional investors, and
industry players to help them understand the trading partner,
the market and specific segments of interest in order to verify
partners’ information and define market entry strategies. We go
beyond the hard data by leveraging an extensive expert network
for local experience and insights.
Biinform provides insights to help client in making informed
decision and stay ahead of the competitive edge.
Contact us
If you have any questions about this Report or our services, please don’t hesitate to contact us:
For Fiinform Services:
For Biinform Services:
Ms. Truong Minh Trang
Managing Director
StoxPlus Joint Stock Company
+84 (4) 35 626 962 (ext. 114)
Ms. Nguyen Quynh Lan
Managing Director
StoxPlus Joint Stock Company
+84(9) 33 933 585 (ext. 207)
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