Structuring and navigating the complexities of M&A transactions and all sorts of corporate reorganizations

Mergers &

INDOCHINA LEGAL has an active practice in both domestic and cross border mergers and acquisitions (M&A). Our team of lawyers has the experience and expertise to conduct in-depth legal due diligence investigations, prepare and negotiate legal documents specifically catered to clients’ business and timing requirements, and advice and assist in the optimum implementation of our clients’ strategies in Vietnam.

How we can help

Our M&A team represents clients through a wide array of M&A or related transactions such as:

  • Recapitalizations and debt (re)structuring.
  • Capital contribution and share purchases or repurchases.
  • Mergers and consolidations.
  • Asset purchases and dispositions.
  • Control and minority investments.
  • Divestitures.

Our integrated, cross-disciplinary approach to the multifaceted issues related to M&A transactions and other forms of corporate reorganizations include:

  • Designing and structuring an optimum transaction level, from a legal, tax and operation perspectives.
  • Conducting due diligence and where applicable, implementing measures to address due diligence findings.
  • Representing clients in relevant negotiations with counterparties and relevant regulatory and licensing authorities.
  • Institutional document drafting and review.
  • Advising on requisite approvals and registrations and assisting clients in procuring the same, including (not only for the M&A transaction itself but also) those relating to any changes in the target company’s registered charter capital/business activities/legal representative and other business contents, any assignment of registered loans and securities such as mortgages and pledges, and any assignment of land, building or equipment leases, among others.
  • Transaction financing and securitization, including escrow and custodial arrangements.
  • Closing and post-closing procedures.
  • Assisting clients in business delivery and settlement.
  • Guiding clients through issues on land and water use rights, land leases and titles, property, labor and employment, technology transfers and intellectual property rights and licensing, environmental compliance, product liability, and health and safety.
Significant transactions
  • Representing a leading Vietnamese dairy products company in the sale and transfer of its entire share capital to a Malaysian group of companies (with a Singapore-listed affiliate).
  • Representing a Thai listed company in its acquisition of an interest in the capital of a major Vietnamese company in the polymer industry.
  • Assisting in the negotiations between an investment fund and a technology company in respect of a mobile payment technology project, ultimately leading to the opening of such share capital to the investment fund.
  • Acting for a major European insurance company in the preparation of its offer to acquire an interest in the capital of the second largest non-life insurance company in Vietnam, within the framework of a private placement.
  • Assisting in the sale of assets of a food processing manufacturer to a well-known major Filipino conglomerate.
  • Performing a due diligence investigation on an existing Vietnamese travel business company, with a view for a Singaporean company to acquire a majority stake into the Vietnamese structure.
  • Representing an offshore structure in its gradual acquisition of a controlling interest in a 100% Vietnamese-owned company engaged in providing online and video gaming services.
  • Assistance in the sale and purchase of a chain of restaurants in Vietnam by 2 Japanese food service operators via the latter’s simultaneous acquisition of 100% shareholding of a Hong Kong holding company owning the restaurant chain trademark and of 100% capital of the Vietnamese operator of the restaurant chain.
  • Representing one of the biggest cement producers in Vietnam in its acquisition of shares in a leading manufacturer of ready mix concrete in Vietnam.
  • Representing a French investor from its initial setting up with a French partner of a Vietnamese entity in Long Thanh Industrial Park to its subsequent acquisition of its partner’s 50% stake in such Vietnamese entity that now operates one of the most advanced leather tanneries in Vietnam.
  • Conduct of legal due diligence investigation on behalf of a Delaware purchaser in its offshore acquisition of a Mexican and a Cayman Islands holding companies, the latter of which owns a Vietnamese entity engaged in the manufacture, sale and distribution of electrical controls for major appliances.
  • Assistance to a French investor in the sale of its factory manufacturing commercial fishing equipment in Long An Province to a Vietnamese-owned company.

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