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VIETNAM NATIONAL UNIVERSITY, HANOI SCHOOL OF BUSINE NGUYEN MINH PHUONG THE FACTOR AFFECTING MERGER AND ACQUISITION ACTIVITIES OF THE JOINT STOCK CO Major: Business Administration Code: 60 34 05 MASTER OF BUSINESS ADMINISTRATION THESIS SUMMARY Supervisor: Associate Prof Dr DANG DUC SON Hanoi – 2012 TABLE OF CONTENT ACKNOWLEDGEMENT i ABSTRACT .ii TÓM TẮT iv TABLE OF CONTENT vi LIST OF TABLES x LIST OF FIGURES AND GRAPHS xi LIST OF ABBREVIATIONS xii INTRODUCTION 1 The practical application of the study The aim of the thesis Topic and scope of study Research Methods Structure of the thesis CHAPTER 1: OVERVIEW OF BANK ACQUISITION AND MERGER 1.1 Overview of acquisition and merger 1.1.1 Concepts 1.1.2 Forms of acquisition and merger 1.2 Method of bank acquisition and merger implementation 1.2.1 Negotiation with the Board of Directors and Executive Board 1.2.2 Collection of stocks on the securities markets 1.2.3 Public tender 1.2.4 Purchase of property 10 vi 1.2.5 Proxy fights 10 1.3 The benefits and drawbacks of bank acquisition and merger 11 1.3.1 The benefits of bank acquisition and merger 11 1.3.2 Drawback of bank acquisition and merger .14 1.4 The relationship between acquisition and merge with the competitiveness of the bank 17 1.5 The role of investment banking in business acquisition and merger 18 1.6 Acquisition and merger in the world 20 CONCLUSION OF CHAPTER 25 CHAPTER 2: THE COMPETITIVE CAPACITY OF THE VIETNAM JOINT STOCK COMMERCIAL BANKS 26 2.1 Overview picture on the Vietnam joint stock commercial banks .26 2.2 The competitive capacity of the Vietnam joint stock commercial banks 28 2.2.1 Size of working capital 29 2.2.2 Foreign strategic partners 30 2.2.3 Fund mobilization activities 30 2.2.4 Credit activities 32 2.2.5 Operation network: 33 2.2.6 Real situation on products and services of the Vietnam joint stock commercial banks .35 2.2.7 Information technology 36 2.3 Advantages and disadvantages of the Vietnam joint-stock commercial banks 37 2.3.1 Advantages 37 2.3.2 Disadvantages of the Vietnam joint-stock commercial banks 45 vi 2.4 Vietnam’s commitments when joining WTO 49 2.4.1 The commitments on market access 49 2.4.2 Commitments on national treatment 50 2.5 Securities Market and the attractiveness of banking shares .51 2.5.1 The stipulations of the Government on bank legal capital 51 2.5.2 Vietnamese Securities Market 52 2.5.3 The attractiveness of banking shares 54 2.6 The legal environment affecting the business mergers and acquisitions activities in Vietnam 57 2.7 Bank mergers and acquisitions in Vietnam 59 2.7.1 Bank mergers and acquisitions in Vietnam before 2004 59 2.7.2 Buying back shares at joint stock commercial banks in Vietnam recently 60 2.8 Inevitability, objectiveness and conformability with international economic development trend of bank mergers and acquisitions process .65 CONCLUSION CHAPTER 69 CHAPTER 3: SOLUTIONS BANK MERGERS AND ACQUISITIONS TO STRENGTHEN THE COMPETITIVE CAPACITY OF THE VIETNAM JOINT STOCK COMMERCIAL BANKS 70 3.1 The solutions for implementation of bank mergers and acquisitions .70 3.1.1 Exploring, searching, evaluating and carefully surveying the potential targets 70 3.1.2 Developing the criteria for selection of target banks in line with reality 71 3.1.3 Meeting, negotiating with Executive board of the target banks 75 3.1.4 Determining carefully and reasonably the acquisition price 77 vi 3.1.5 Selecting the appropriate payment method of bank acquisitions and mergers 80 3.1.6 Making plans to harmony corporate culture and brand 81 3.1.7 Building flexible human resources policies 82 3.2 The solutions for reducing the inefficiencies after the merger 83 3.2.1 Propagandizing fully on all the necessary information about the merger 84 3.2.2 Evaluating the synergy effect 84 3.2.3 Evaluating the bad debts and contingent liabilities 85 3.2.4 Planning for consolidating the trading system software 86 3.3 Solutions on the role of investment banks in bank mergers and acquisitions in Vietnam 86 3.4 Solutions on the role of the Government in control and management of bank mergers and acquisitions 87 3.4.1 The operation mechanisms of the market in M&A market .87 3.4.2 The participants in the merger and acquisition market 90 3.4.3 Human resources involved in the M & A market 90 CONCLUSION FOR CHAPTER 91 CONCLUSION 92 READING REFERENCES 94 vi LIST OF TABLES Table 1.1: LIST OF MERGER BANK OF U.S FROM 1994 TO 2012 21 Table 2.1: Number of Viet Nam commercial banks 26 Table 2.2 Assets and charter capital of joint stock commercial banks to 31 December 2011 27 Table 2.3 The charter capital of some typical JSCBs period from 2006 to 2007 29 Table 2.4 Foreign investment Capital in the joint stock commercial banks 30 Table 2.5 Funding mobilization market share of the banking sector 31 from 2002 to 2011 .31 Table 2.6 Market share for loans of the banking sector from 2002 to 2010 33 Table 2.7 The number of branches of some banks in 2011 34 Table 2.8 Financial indicators of the joint stock commercial banks 38 Table 2.9 Rate of loans / total assets of some commercial Joint Stock banks 47 Table 2.10: Bad debt ratio of some commercial joint stock banks 49 Table 2.11 Regulation of the legal capital for commercial banks .51 Table 2.12: VNIndex and trading volume 52 Table 2.13: Share price of some commercial joint stock banks in recent transactions .56 LIST OF FIGURES AND GRAPHS Chart 2.1: VNIndex in the period of 2003- 2012 .54 LIST OF ABBREVIATIONS ACB Asia Commercial Bank ABB An Binh Bank MB Military Bank VPB Vietnam Joint-Stock Commercial Bank for Private Enterpries STB Sacombank TCB Techcombank ROA Return on Assets ROE Return on Equity NIM Net Interest Margin WACC Weighted Average Cost of Capital xii INTRODUCTION The practical application of the study In the period from 2006 to present, Vietnamese bank sector has standed out with the gigantic boom creating a very attractive profitability level At the end of 2006, the average after-tax profit rate on the average capital of the commercial banks averaged from 17% to 18%, some reached 30% The importers were very difficult to buy the U.S dollar, or if they could purchase, the price was also very high In a short term, the exchange rate rose and fell irregularly causing considerable influences on business of exporting enterprises The stock market dropped seriously despite of the administrative interventions of the government, currency was scarce on this market, liquidity was low, interest rate on the inter-bank market reached to 40%/ year at some times Banks had to seek capital source by raising interest rates to a dizzy level creating a race on deposit interest rates among commercial banks Particularly, some banks also ran a race on daily deposit interest rate (24 hour) up to 20% / year leading a shift of funds from this bank to another without creation of any significant growth on credit deposits at banks The enterprises were thirsty for capital funds but they could not or were difficult to mobilize capital from domestic commercial banks Meanwhile, branches of foreign banks stepped up lending to businesses making the market segments were gradually shifted to the foreign bank sector Also, it was widespread that the foreign banks increased the percentage of holding share in the Vietnam joint stock commercial banks The real pressure can be seen clearly in the context of international economic integration Whether Vietnam commercial banks in general and the Vietnam joint stock commercial banks in particular could be strong enough to compete and survive when it is almost the time of fully opening of the banking service sector while it is still fragmented and missing associating and cooperation together among them In recent ten years, there have been many acquisitions and mergers of big banks all over the world such as JP Morgan Chase bought Bear Tearn in 2008, Barclays PLC bought ABN Ambro in 2007, Mitsubishi Tokyo Financial Group bought UFJ Holdings in 2005, JP Morgan Chase bought Bank One in 2004, Bank of America bought back Fleet Boston Financial in 2003 … Bank acquisition and merger are taking place constantly in the world shows that this is not a random phenomenon but a trend in the context of international economic integration and globalization Banks have found significant benefits from their merger Modern banking requires a large scale, strong potential to have enough competitive capacity and develop new products and services, enhance the utility of financial products, reduce costs, improve operational efficiency The small and weak banks which not have enough resources for technological innovation and product utility development will lose market share gradually and easily be left behind in the increasingly drastically competitive environment Inevitable result of competition is that the smaller banks are easily acquired and merged At the same time for the large and medium joint stock commercial banks which want to increase market share and competitive potential, there is no more effective way than uniting together in the form of merger to become a strong financial corporation or big joint-stock commercial bank thanks to force uniting Starting from those objective requirements, it is necessary to have the study on joint stock commercial banks sector, merger and acquisition market in Vietnam and in the world as well as the application of business financial knowledge into analysis and assessment of the competitiveness of joint stock commercial banks to propose the solution of bank acquisition and merger to increase competitiveness capacity The aim of the thesis Firstly, to clarify the concepts of acquisition and merger; implementation methods of bank acquisition and merger; the benefits and drawbacks of acquisition and bank merger business; For example, for the payment method in merger and acquisition business of JP Morgan Chase and Bank One, each share of Bank One was exchanged for 1.32 shares of JP Morgan Chase 3.1.6 Making plans to harmony corporate culture and brand After the merger is completed, the new bank will inherit two types of corporate culture from the acquiring bank and the target bank The new executive board has to build a new corporate culture in accordance with the new situation to ensure that the internal cooperation factor is the first priority If the two separate corporate culture patterns are maintained too long, it will lead to a lack of solidarity and cooperation between staff of both banks and then lead to a deep internal division Therefore, bank’s leaders need to build an action plan to change the corporate culture to accord the new situation and new strategy To create a corporate culture change, the support of all members of the bank and the training method on new culture of the management board of the bank after the merger are the factors that create success The management board has to be the first one to make adjustment on their behavior and be consistent with the changes Staffs need to understand what is expected from them and know how to show the new behavior in practice Therefore, after the merger, banks should carry out the following measures: Firstly: Developing statements of values and beliefs In each section, discussion groups can be organized to convey the mission, vision and values of the bank after the merger into words and explain the impact of the statement to work of each employee This affects employee’s perception on the common understanding on cultural environment that the bank wants to build and the actions, the behavior that they have to show to reflect the new culture Secondly: Effective communication All employees must be informed about the cultural change process of the bank to ensure their commitment and success of cultural conversion Employees should be encouraged that what is expected from them is very important in changing the corporate culture most effectively Thirdly: Revision the internal regulations The process of changing corporate culture must be taken place synchronously and uniformly in the overall new bank So the review of internal policies and rules such as coordination regulations among departments, regulations on rewards and punishments, rules, working regulations must be adjusted in accordance with new corporate culture Combining brands is one of the issues affecting the success of the bank after the merger Executive board of the two banks will have to sit together to find solutions to combine the two brands The combination means the search for differences which are appropriate and meaningful in the client’s mind of both brands The selection of a leading brand is very difficult for leaders of the bank after the merger, because there will have a brand taken out over time until it remains only an empty cover, it means that there is no more brand building activities or resources and budgets funding to it So it will be dim over time The selected brand will be developed at appropriate times to be a strong brand for the bank after the merger The good properties of the eliminated brand will support and complement for the selected brand in order to gradually transfer customer’s loyalty to the new brand 3.1.7 Building flexible human resources policies After implementing the merger, there will have a very big change in the staff Restructuring will not necessarily satisfy all the staff, work environment changes, direct manager changes which inevitably leads to disturbances in the work of employees, they must be familiar again from scratch as when newly joining the staff of the bank Therefore whether some or many staff will search for a new work or not depends on the treatment policy of the bank after mergering Depending on the specific circumstances and positions, the executive board of the bank after mergering must bring out the appropriate treatment policy in order to retain the real talents to serve the long-term development strategic goals of the bank Policies such as buying shares at preferential rates, increasing income or education policy are often used by banks to lure talent Loyalty can not be obtained in a short time or by money, but only through a long-term and continuous process from the bank side, especially from the management board Most employees also want to be raised their salary, but the fact is that money itself does not bring loyalty The management board has to plan the advancement route so that their employees can set goals themselves to achieve Therefore, when taking over a new team from the acquired or acquiring bank, the managers from the departments to the leaders must directly contact and close to staff to encourage them to pass the post period of merger to reach the integration process in order to create a solidarity and attachment power of the bank after mergering Since then managers, together with staff, can share their knots in work with the most opening way, to eliminate the psychological barriers for new employees 3.2 The solutions for reducing the inefficiencies after the merger In the process of bank merger implementation, it is very likely that customers renounce using products and services of the bank to switch to other banks because the bank concentrates too much in the merger process but skips the customer care program, or because the customers hear the unofficial information which causes them misunderstanding such as the bank will merge with other banks in the coming time and then will reduce the interest rate or it will be difficult to withdraw principal since the policy of the bank will change, then customers will move to another bank to deposit, or some key personnel are not fully informed about the treatment policy of the bank after the merger and then they will seek other banks to work Such things are easily to happen, so to reduce the risk they may encounter, the bank should apply the following solutions: 3.2.1 Propagandizing fully on all the necessary information about the merger To limit the unofficial outside information which can affect adversely the business situation of the bank, executive board of the bank needs to disclose information at the necessary level for those who are key employees and also the retention policies for the customers For key employees, the executive board of the bank should carry out disseminating information about the merger through internal meetings, and ask managers at intermediate levels to inform to their employees information about the merger of the bank, policies and regulations can be applied after the merger to create peace of mind psychology for employees Depending on the stage of the merger, the executive board should provide the necessary information for the purpose of operating the bank's activities taken place normally during the merger process It is very necessary in this phase to create faith and sense of responsibility of employees on the future prospects of the bank after the merger For customers, it is necessary to develop public information channels in order to avoid misunderstanding from customers and that they feel secure to continue their transactions, and also explain the wrong information and avoid creating distorted information affecting bank’s prestige Bank also should develop plans to disclose information to customers in each stage so that they feel secure in dealing with bank during the merger process At the same time, the role of employees is not small in the process of providing and explaining information to customers The loss of customers is a matter needed to be concerned in each bank merger and acquisition business Therefore the executive board needs to evaluate fully the important impact of information on current customer system; customer care programs needs to be maintained normally and the faith from current customer system must be created 3.2.2 Evaluating the synergy effect One of the reasons for the failure of the bank after the merger is that the survey and research on the real potential of the target bank is not carried out thoroughly which leads to overestimating the effectiveness of the synergy effect To understand intimately the synergy potential of the target bank is not easy and takes a lot of time, sometimes the acquiring bank may take years to prepare, collect and update information of the selected target bank before reaching a decision Therefore, to fully evaluate the potential of synergy effect, the factor of independent consultant is often chosen by the acquiring often for consultation and preparation for a convenient and efficient merger and acquisition process Identifying effect brought out after the merger, competitiveness of the bank after the merger, market shares, ability of market share development, risk management capability, personnel quality, customer system, macroeconomic factors affecting the business plan of the bank after the merger are such criteria which need to be fully analyzed during the implementation of synergy evaluation 3.2.3 Evaluating the bad debts and contingent liabilities Because the detail assessment and appraisal are not fully and accurately carried out, after the merger, many acquiring banks face problems of bad debts, those debts affect the business performance of banks after the merger Therefore, the aquiring bank must carry out prudent verification and assessment of existing debts of the target banks To get the reliable assessment results, the acquiring bank should hire the qualified and trustable law firm to fully assess the legality of the assets and liabilities of the target bank Because bad debt assessed by Vietnamese banks is based on the factor that the debt is overdue for more than 90 days, while for the international banks it is based on worrying solvency of the debtors Therefore, the acquiring banks need to verify the debt by international standards to ensure avoiding the losses that may arise after the merger So, these banks must hire qualified, trustable and reputable auditors in the market to verify accurately and fully all the debts of the target bank Therefore the consultation with international auditors is necessary question to ensure the highest efficiency in the process of target bank appraisal to quantify all the problems that may arise in order to make the appropriate acquisition price 3.2.4 Planning for consolidating the trading system software The issue of information technology system of bank is very important; if after the merger the transaction systems of the two banks are not linked together, it will cause trouble in the bank administration and management Therefore, the acquiring bank has to work with contractors providing trading software for the acquiring bank and the target bank to prepare for the system consolidation If it is not carefully prepared, stagnancy in business activities can be happened causing worried psychology for customers, affecting the business plan of the bank after the merger The promotion of placing an order with a contractor for the information technology program used for the two banks is a matter of concern This is important work to minimize the losses can be encountered such as: loss of data, incorrect data about the information customer, inability to access, inability to connect transactions between branches 3.3 Solutions on the role of investment banks in bank mergers and acquisitions in Vietnam Investment bank works as a unit arranging capital for enterprises, providing consultancy on securities issuance, securities issue guarantee, enterprise financial consultancy, enterprise merger and acquisition consultancy, research and analysis of information on economic, industry and enterprise, securities investment activities, securities brokerage Some large investment banks in the world are Goldman Sachs, Morgan Stanley, Credit Suisse First Boston, Citigroup's Global Corporate Investment Bank, JPMorgan Chase In Vietnam, some securities companies have shifted their operation model to investment banks such as Saigon Securities Inc (SSI), ACB Securities Co Ltd (ACBS), Thang Long Securities Joint Stock Company (TSC), Bao Viet Securities JSC (BVS), with areas of operations such as brokerage, enterprise merger and acquisition consultancy, restructuring and capital arrangements consultancy The investment bank acts as intermediary between the sellers and buyers, they build information database (dataroom) from searching for units having demands for buying or selling to connect the parties together The investment bank develops plan for merger and acquisition implementation, they have experiences in managing and implementing merger and acquisition businesses from preparing the documents, planning, designing the MOU, acquisition contracts, carefully detailed survey skills, negotiating and persuading partners as well as method and form of payment to the contract closing procedures The banks which want to carry out merger and acquisition can work with the investment banks to implement effectively its business; moreover, with experiences in consultancy and brokerage on merger and acquisition, the investment banks normally carry out effectively the works related to bank merger and acquisition 3.4 Solutions on the role of the Government in control and management of bank mergers and acquisitions 3.4.1 The operation mechanisms of the market in M&A market Currently, there is not yet any legal document governing directly bank merger and acquisition activities, therefore it is very difficult and timeconsuming for the merger and acquisition process taken place in the banking industry The banks wanting to carry out merger and acquisition have to send their applications to the State Bank for permission and wait for the response in writing from the State Bank There is no any legal document stipulating on procedure and duration for solving the bank merger Therefore, this issue depends entirely on the subjective intention of the State Bank To promote the merger process of the commercial Joint Stock banks taken place favorably and consistently with international practice, it is necessary to have the legal framework adjusting specifically for bank merger and trading Therefore the State should accelerate the process of drafting the legal documents relating to merger and trading activities for enterprises in general and for the banking industry in particular so that the bank merger and trading activities can be operated properly following the rules of the market, ensuring benefits of the banks and especially the shareholders which promotes collaboration and increases the competitiveness of the commercial banks, especially the commercial Joint Stock banks in the country before being taken over by the foreign banks Moreover, in managing bank merger and acquisition to create bank merger and trading market taken place openly and transparently in Vietnam, the role of the State Bank in managing this activity is very important It is necessary to have the guidance and control on bank merger and acquisition activities to comply with the regulations of law and be consistent with the development strategy for the banking sector of the State Bank The State Bank has to manage the bank merger and acquisition activities to guarantee benefits for minority of shareholders, workers and the interests of customers The provisions on market share should be stipulated clearly to control the bank merger and acquisition activities taken place favorably to avoid creating monopoly power breaking the competition in the financial -banking sector Furthermore, objects of bank merger and acquisition activities should be stimulated clearly to avoid the situation that groups, corporations and large enterprises carry out bank acquisition in order to control banks to serve their own business purpose Regulations on capital contribution of the organizations which are not financial institutions or banks need to be regulated more tightly, with higher standards and capital contribution rate must be set to avoid the situation that these organizations control the bank Bank is a specific organization which is highly sensitive to fluctuations of the economy; if broken it will cause terrible consequences for the economy The lesson on the U.S and European financialbanking crisis taking place is extremely valuable for Vietnam in the process of administration and management and promulgation of legal provisions regulating domestic financial – banking market The matter of establishing regulations on purchase shares of foreign investors in commercial commercial Joint Stock banks also needs to be concerned Because if the foreign investors are allowed to hold up to 30% of shares, it is sure that they will have very important voice in the management board When foreign investor can be strategic partner of more than a bank, it's hard to have competition between the two banks with capital contribution of a foreign investor because the investor will follow the same strategy with the two banks In the context that risk management systems of banks as well as control system of the State Bank are too weak, opening the door too fast would be incautious Lessons on financial crisis in Thailand, Indonesia in 1997 are typical examples Moreover China is also an example, China applies the rate of 29.9% to control foreign investors but not increase to 49% to attract more capital and create favorable conditions for foreign investors becoming strategic investors with higher capital contribution ratio Those are the lessons for Vietnam in establishment of legal documents At the same time, long-term banking system development plan within 10 to 20 coming years needs to be developed by the State Bank to ensure maintaining a stable growth of the whole system, stabilizing capital market, thereby producing a momentum stimulating production and business for enterprises Vietnamese commercial banking system development strategic plan will help subjects whom want to set up a new bank, or conduct bank merger and acquisition to have their own orientations before making specific plans to implement their ideas Also in the development of the banking system if is focused too much on urban areas but overlooked on rural areas, imbalance will be created in the banking development strategy and also monopoly of the state banks will created in rural areas Since Commercial Joint Stock Banks are not interested in this market due to its less attractiveness Therefore to promote and stimulate the equal development among regions, the incentive policy of the State for the rural areas is reasonable to attract Commercial Joint Stock Banks to expand their operations towards the rural areas Moreover, the banking system development strategic plan will help the legislatures to make the appropriate legal provisions to control and manage the activities of domestic banks to follow correctly the macro objective has set 3.4.2 The participants in the merger and acquisition market Merger and acquisition transaction is a commercial, financial, therefore, requires a market mechanism to sell, bid now, to provide pricing information, delivery andestablishment owned, shifting legal person, shares, stocks, financial obligations, land, labor, brand Market M&A is considered formed when firms become goods to the buyer, the seller and an organized market Not that any merger and acquisition activities would have business sales market for active only when developed to a certain degree, the new market acquisitions No market can survive in an empty place, the market exists only on the basis of the legal framework of the State offer Thus, the mechanism of operation of the M&A market is to have a complete legal framework for the M&A takes place smoothly 3.4.3 Human resources involved in the M & A market Any well-functioning market wants and needs a development factor that is basically human resources Abundant human resources, basic training and expertise will be a precondition for market development Merger and acquisition is no exception For a nascent market, new development of our country, the potential untapped opportunity there are many, this is the destination toward corporations, foreign companies with strong financial resources combined with experience, and the purchase, sale, merger is the shortest path, the cost savings (if conducted properly and smoothly) to a foreign investor can enter the market Vietnam, take advantage of the brand, the existing cultural practices of indigenous companies and in so doing to adapt, grow and dominate the market CONCLUSION FOR CHAPTER From the real situation of the competitiveness of the Vietnam Joint Stock Commercial Banking sector which leads to inevitability of merger and acquisition in accordance with international economic development trend, it is brought out in Chapter of the thesis the solutions supporting bank merger and acquisition activities to achieve the best performance The thesis also proposes to the State Bank the issues related to establishing regulations on bank mergers and acquisitions, and issues related to management of bank merger and acquisition activities, especially building the commercial banking system development strategy in Vietnam in the long term CONCLUSION In the face of new challenges and opportunities, Vietnam commercial joint stock banks need to look at long-term development strategy to grasp the opportunities to increase their value through merger and acquisition activities The thesis “The factor affecting merger and acquisition activities of the joint stock commercial bank Vietnam” has achieved the initial objectives of the study as: - Summarizing the competitiveness situation of the joint-stock commercial banks in Viet Nam in recent time; - Legal requirements on the legal capital conditions and the attractiveness of bank shares; - The situation of buying back shares in joint stock commercial banks, inevitability, objectiveness of merger and acquisition activities in accordance with international economic development trend; - Based on the competitiveness of the joint stock commercial banks, inevitability, objectiveness and conformability with international economic development trend, the author has proposed solutions of bank merger and acquisition in Vietnam; - Bringing out the advantages and disadvantages when carrying bank merger and acquisition; - Proposing solutions to support bank merger and acquisition activities to achieve the best performance However, bank merger and acquisition is still relatively new theme, in recent times there have been quite a lot of points on this issue on the mass media, but bank merger and acquisition activities of Vietnamese joint stock commercial banks have not really happened according to the market mechanism Therefore, the matters which the subject bringing out is just original research so certainly it is difficult to avoid shortcomings and limitations However, the author hopes that the solutions given in the thesis will make a little contribution to stimulate the development of the bank merger and acquisition market thereby creating banks with enough competitiveness to compete with the foreign banks The author hopes that, along with the development of the commercial banks, there will have more intensive studies with larger stature for the financial markets in the future to meet the real development of the financial-banking market READING REFERENCES Online resource • FPT Security at www.fpts.com.vn • VCB Security at www.vcbs.com.vn • Cafef at www.cafef.vn Documents Annual reports of the State Bank Vietnam from 2002 to 2010 Annual reports of ACB from 2002 to 2011 Annual reports of Sacombank from 2002 to 2011 Annual reports of TCB from 2002 to 2011 Annual reports of MB from 2002 to 2011 Vietnamese Ths Trần Đình Cung Ths Lưu Minh Đức (2007), Thâu tóm hợp nhất từ khía cạnh quản trị cơng ty: lý luận, kinh nghiệm quốc tê thực tiễn Việt Nam Bùi Tấn Định (2007), Nâng cao lực cạnh tranh của các ngân hàng thương mại Việt Nam Việt Nam thức gia nhập Tơ chức thương mại thê giới (WTO) Vũ Việt Phong (2007), Xu hướng sáp nhập ngân hàng qua trình hợi nhập kinh tế, Tạp chí Hỗ trơ phát triển sơ 18 thang 12/2007 TS Nguyễn Trọng Tài (2008), Canh tranh ngân hàng thương mại – nhìn từ góc đợ lý ḷn thực tiễn tại Việt Nam, Tạp chí Ngân hàng sô 4, tháng năm 2008 10 TS Huỳnh Thị Thúy Giang (2008), Sap nhập ngân hàng - một xu thê khơng thể đảo ngươc, Tạp chí Ngân hàng sô 12 tháng năm 2008 11 Thùy Vinh (2008), Làn sóng sáp nhập đến sớm dự kiến, Tạp chí Đầu tư chứng khoán sơ 57 thang năm 2008 12 Hoàng Thị Khanh Tâm (2008), Ứng dụng mơ hình APV phân tích hoạt đợng sáp nhập mua lại công ty (M&A) tại Việt Nam, 13 Gia Linh (2008), Thành lập ngân hàng mới: Dừng lại vừa?, Tạp chí Đầu tư chứng khoan sơ 36 tháng năm 2008 14 Thùy Vinh (2008), Ngân hàng có cịn siêu lợi nḥn, Tạp chí Đầu tư chứng khoán sô 37 tháng năm 2008 ... percentage of holding share in the Vietnam joint stock commercial banks The real pressure can be seen clearly in the context of international economic integration Whether Vietnam commercial banks in. .. lose their control of the bank as before since the rate of the voting right on total number of shares with voting rights fell less than before The "self" of the bankers is affected; their opinions... ability of expending credit of the system of credit institutions The rate of inflation came up to digits in 2007 and the first 06 months of 2008 At the same time, the State bank applied tight monetary