INTRODUCTION
General overview
In the free trade market, merger and acquisition (M&A) is a familiar concept for domestic and foreign strategic investors.
In the M&A process, businesses must strategically plan and prepare for transactions while effectively accessing and exchanging information with investors It is crucial for enterprises to focus on thorough appraisal and careful contract negotiation Companies often pursue M&A transactions for various reasons, including business expansion, market development, increasing market share, seeking partnerships, or responding to attractive offers from buyers, as well as addressing financial difficulties and mitigating the risk of default.
Over the past two decades, Vietnam has seen over 4,000 mergers and acquisitions (M&A) valued at nearly $50 billion, making it the third-largest M&A market in Southeast Asia The country is recognized for its vibrant M&A landscape, attracting significant foreign investment and participation However, in the evolving business environment, companies must adapt their M&A objectives to align with their strategic vision and requirements, highlighting a critical challenge that needs addressing (Ministry of Industry and Trade - VN).
M&A activities in Vietnam have increased sharply during the 10 years from 2007 to
2017 and peaked in 2017 with a scale of 10 billion USD, of which contributed 50% of the value of the Sabeco deal M&A value tends to decrease in 2018 and 2019 (Vietnam M&A Forum - MAF).
M&A activities of Southeast Asian countries from 2017 to 2019 are different In
2018, Vietnam ranked 2nd in terms of M&A value in Southeast Asia, but in 2019 it has dropped to 3rd place, after Singapore and Thailand.
Figure 1: M&a activities southeast asia countries 2017-2019 (Billion USD)
In the last 25 years, Vietnam has evolved from a low-income nation to one of the world's fastest-growing economies, with GDP per capita increasing nearly tenfold from 1996 to 2021 This remarkable growth is driven by a young population and a burgeoning middle class Additionally, the surge in mergers and acquisitions (M&A) activities in Vietnam is fueled by advancements in equitization and market liberalization.
Vietnam's appeal to investors lies in its vibrant, youthful population and rising average incomes With nearly 45 million of its 100 million citizens classified as middle class, the country boasts a well-educated workforce that is poised to drive economic growth This combination of demographic advantages positions Vietnam as an attractive destination for investment.
2021) These favorable demographic factors will help provide potential human resources for the development of current and future technology businesses.
The Covid-19 pandemic has had a huge impact on the economy M&A activities in Vietnam as well as globally decreased sharply due to cautious reactions from investors.
Global isolation has significantly impacted understanding, assessment, and decision-making, resulting in numerous halted deals due to buyers and consultants' inability to conduct thorough appraisals and negotiations The Covid-19 pandemic has caused considerable turmoil in global markets, severely affecting the M&A sector According to a report by Euromonitor, the number of global M&A deals dropped by 25% year-on-year in the first half of 2020.
In Vietnam, the total value of mergers and acquisitions (M&A) in 2019 was $7.2 billion, representing 94.7% of the previous year's value However, due to the effects of Covid-19 and other influencing factors, the M&A value is projected to decline to approximately $3.5 billion in 2020, which is 48.6% of the 2019 figure Nevertheless, a recovery is anticipated by mid-2021, with M&A values expected to reach between $4.5 billion and $5 billion, ultimately aiming for $7 billion by 2022, prior to the pandemic's impact (CMAC).
Euromonitor forecasts that Vietnam will rank fifth with a remarkable growth rate of 23.67% from 2020 to 2021, trailing behind Singapore, Ireland, the Philippines, and Qatar The mergers and acquisitions (M&A) market remains predominantly driven by foreign investors, particularly from Japan, Korea, Thailand, and Singapore.
Figure 2: Top 10 markets by score growth 2020-2021
The M&A market continues to be led by foreign investors, with a focus on four countries: Japan, Korea, Thailand and Singapore.
Between 2019 and 2020, Vietnam experienced a surge in mergers and acquisitions (M&A), highlighted by significant deals such as Mitsubishi Corporation and Nomura Real Estate acquiring 80% of Vingroup's Grand Park project, Aozora Bank purchasing a 15% stake in Orient Commercial Joint Stock Bank, Lotte Chemical's acquisition of VinaPolytech Company, and SCG Group's takeover of Bien Hoa Packaging Company The M&A landscape in Vietnam is notably strong across key industries, with real estate, banking, retail, and technology leading the way, according to the Vietnam M&A Forum (MAF).
Figure 4: Proportion of mergers and acquisitions in Vietnam from 2019 to 2020 by industry
The Vietnam M&A Forum (MAF) reports a growing trend in the proportion of M&A transactions led by domestic investors, particularly private corporations In 2018, Vietnamese enterprises represented only 11.5% of the total M&A value, while foreign investors dominated with 88.5% However, from 2019 to 2020, Vietnamese buyers accounted for one-third of the overall M&A value, indicating a significant shift in the market dynamics.
Figure 5: M&A value of home and foreign investors from 2018 to 2020 (%)
The situation of M&A activities in Vietnam (Business environment):
Vietnam's M&A market has experienced significant growth, with successful transactions exceeding a total value of over 50 billion USD In Southeast Asia, Singapore, Vietnam, Indonesia, and Malaysia lead in both the number of deals and private investment value Furthermore, Vietnam's economy is poised to benefit from various free trade agreements that are currently in effect or set to be implemented.
In 2019, Vietnam saw 58 mergers and acquisitions (M&A) deals valued at $2.6 billion, with 17 being domestic and 41 involving foreign investors The forecast for 2020 anticipates 55 deals totaling $1.7 billion, with cross-border transactions comprising 65% of the market Projections indicate that M&A activity will rise to $2.8 billion in 2021 and $3.4 billion in 2022, with the number of deals increasing to 98 and 119, respectively, during this period (Oxford Economics).
Figure 6: VietNam - M&A and IOP transactions
In 2021, Vietnam's foreign investment, including M&A activity, continued to grow despite the challenges posed by the COVID-19 pandemic KPMG Vietnam reported that the M&A market attracted over $8.8 billion in the first ten months of 2021, marking a 17.9% increase from 2020 and a 13.7% rise compared to 2019 By the end of November 2021, foreign investors had registered a total of $26.46 billion in newly registered and adjusted investment capital, reflecting a slight 0.1% increase from the same period in 2020, with capital contributions and share purchases accounting for nearly $4.4 billion.
Figure 7: M&A market in Vietnam from 2019 to 2021
Vietnam's M&A market has demonstrated remarkable stability and significant growth in 2021, driven by the country's economic development According to the Mergers and Acquisitions Research Institute (CMAC Institute), the projected M&A value in Vietnam for 2021 is estimated to reach 4.5 billion USD.
5 billion USD, the market size will recover equivalent to the average level in the period
Figure 8: Forecast of M&A value in VietNam in 2021
Source: CMAC Investment and Business Research Institute
In the future, mergers and acquisitions (M&A) will enable Vietnamese corporations to achieve a scale comparable to major regional players, becoming a vital component of Vietnam's economic landscape M&A transactions not only enhance the financial capabilities of sellers but also unlock new opportunities for all parties involved While some deals yield immediate profits, others lay the groundwork for long-term success Ultimately, M&A serves as a crucial strategy for businesses to fill gaps in their operations, exemplified by Masan's ambition to transform into an integrated online-offline retail consumer corporation.
Issue
The collaboration between Vingroup and Masan represents a significant M&A transaction, marking a key highlight in Vietnam's business landscape since 2019 The uniqueness of this deal lies in Vingroup's strategic decision to exchange all shares in VCM Company, which operates the retail chains VinMart, VinMart+, and VinEco, for stock options.
Vingroup faced cash flow challenges and aimed to optimize its economic resources by concentrating solely on two key sectors: industry and technology As the leading retailer with the highest number of sales points, the company sought to streamline its operations for greater efficiency and growth in these strategic areas.
Vingroup has yet to reach its break-even point in the Vietnamese market, as highlighted in its 2019 financial report The retail segment generated VND 23,571 billion, making it the group's second-highest revenue source, following real estate transfer However, it also recorded significant losses, totaling VND 3,461 billion over nine months, second only to the manufacturing sector Masan views Vincommerce as a crucial asset in its ambition to dominate the consumer goods and retail industry By acquiring a substantial network like Vinmart, Masan aims to optimize distribution channels, minimize intermediary costs, and secure long-term advantages.
Entering the retail market poses significant short-term challenges for Masan, as it is uncommon for consumer goods producers to venture into retail Manufacturing and retail have traditionally been distinct sectors Despite Masan Consumer reporting over 3,800 billion VND in pre-tax profit, VinCommerce faced a loss of 5,100 billion VND While Masan's revenue from consumer goods and food parallels its retail sector income, the recent acquisition of 2,600 supermarkets and stores has nearly doubled its size and tripled its workforce to over 20,000 employees This transition, while promising, continues to present substantial challenges for the company.
The analysis reveals key challenges for the parties involved in the merger, particularly highlighting that the buyer, Masan, will assume the risks associated with integration and synergy To offset the premium paid for acquiring control of the seller, Vingroup, Masan must strategize on generating future cash flow Meanwhile, shareholders on the sell-side stand to gain from the elevated valuation of the transaction.
Objectives
This report provides an overview of the strategic merger between Masan and VinGroup, highlighting the successful integration of VinCommerce and VinEco The authors aim to elucidate the negotiation process involved, offering insights that can enhance negotiation skills applicable to both large enterprises and everyday situations Additionally, the report discusses innovative negotiation strategies that could elevate Vingroup to a world-class corporation in the future As impartial evaluators, the authors assess the merger and propose new methods to address challenges faced during the previous negotiations, focusing on optimizing operational strengths and achieving win-win outcomes by concentrating on core competencies.
Having an overall understanding of the retail sector in the Vietnamese market.
Analysis of Consumer Goods - Retail industry, reasons for negotiation Vingroup and Masan.
Deeper analysis of the key points in the deal between the two sides.
Provide comments and feedback on the development of two businesses.
Evaluate the level of satisfaction as well as the effectiveness of this deal.
LITERATURE REVIEW
BATNA (Best Alternative to Negotiated Agreement)
The BATNA concept, developed by Fisher and Ury in 1991, represents the best alternative to a negotiated agreement, serving as both a backup plan and a tool to enhance bargaining power (DTAlamanda; POSaraswati; FSA Prabowo, Muhammad Azhari, 2017) A strong BATNA can significantly improve negotiation outcomes, often exceeding the initial bargaining range (Kim & Fragale, 2005).
BATNA, or Best Alternative to a Negotiated Agreement, significantly influences the negotiation power of each party (Bazerman & Neale, 1992) Negotiators with a stronger BATNA tend to achieve more favorable outcomes compared to their counterparts (Gerard Beenena & John E Barbuto Jr.a, 2014) Despite the theoretical ease of evaluating alternatives, many negotiators fail to invest the necessary effort to identify their true BATNA.
For options to be truly valuable, they need to be both realistic and actionable Unfortunately, many options are proposed without sufficient time investment, leading to choices that fail to meet these essential criteria In negotiations, when hard negotiators encounter soft negotiators, the former may dominate the discussion, but this approach can jeopardize the long-term relationship between the involved parties.
LG Electronics is looking to sell its smartphone factories in Brazil and Vietnam to redirect focus and recover losses, with Vingroup identified as a suitable buyer due to its growing technology sector However, negotiations fell through as Vingroup's offer was deemed too low, prompting LG to halt discussions and consider other potential buyers.
In the context of BATNA, LG Electronics aims to sell its smartphone factories for a price that offsets the losses incurred, but Vingroup Group has proposed a lower-than-expected offer As a result, LG has opted to pursue a more advantageous alternative rather than settling for a buyer offering a lesser price, aligning with the valuation set by the company.
ZOPA
ZOPA is an area that is built from pre-set cut-off points between the parties, including an area of agreement that can satisfy both parties (Fisher R, Ury WL, 1991).
In any negotiation, the Zone of Possible Agreement (ZOPA) is crucial for reaching a mutually beneficial outcome This area represents the range within which both parties can find acceptable terms If ZOPA is absent, any proposed agreement will likely be rejected by at least one party, making consensus unattainable.
To achieve a successful negotiation, parties must first comprehend each other's needs, values, and interests This understanding allows them to work towards a common goal and identify a mutually beneficial area for compromise However, in certain negotiations, a clear Zone of Possible Agreement (ZOPA) may be absent due to overlapping cut-off points between the parties, complicating the negotiation process (Raiffa, 1982; Thompson, Wang, & Gunia, 2010).
Negotiations can result in various outcomes, including the possibility of either party agreeing to a no-deal scenario (O'Connor & Arnold, 2001; Thompson, 1998) Alternatively, one negotiator may concede their position and accept a deal that is less favorable than their initial stance (Cohen, Leonardelli, & Thompson, 2014; Tuncel, Mislin, Kesebir, & Pinkley, 2016).
Company A plans to sell 52% of its shares at a minimum average price of VND 46,000 per share to attract investment for its upcoming project Meanwhile, Company B is prepared to purchase these shares at VND 50,000 each to facilitate the expansion of its business operations.
In this negotiation, the Zone of Possible Agreement (ZOPA) is identified within a range of 2,000 dong Any price agreed upon within this range will effectively meet the needs of both Company A and Company B.
Integrative negotiation
Integrated negotiation emerges as a crucial approach in the negotiation process, as various types of negotiation may be required depending on the development and strategy involved Despite some negotiation types being underutilized, their application can enhance the overall effectiveness of negotiations (Llamazares and Nieto et al., 2017).
The integrated negotiation approach fosters improved outcomes and sustainable win-win solutions by encouraging collaboration over competition (Pruitt et al., 1983; Sebenius, 1992; Lewicki and Saunders, 1999) This process emphasizes understanding each party's interests and strategies to identify common values, ultimately aiming for the best possible resolution that is acceptable to both sides (Koning and van Dijk, 2013).
Negotiators prioritize collaborative efforts to enhance overall outcomes rather than focusing solely on individual gains Effective integrated negotiation tactics rely on fair procedures and equitable results, encouraging participants to adopt a mindset of partnership and cooperation instead of competition.
Company A and Company B are currently negotiating the acquisition of two significant projects, C and D, which hold substantial appeal in the business market Following the negotiation, Company B will secure 70% of the shares, while Company A will retain 30% Despite this share distribution, Company A will invest more time and effort into developing the remaining aspects of the company.
Company B maintains its stronghold in the business market through successful projects C and D Meanwhile, Company A enjoys significant profits following the transfer, while Company B continues to benefit from the ongoing success of projects C and D.
NEGOTIATION ANALYSIS
Company background
Founded in 2013, Masan Consumer Holdings is a key subsidiary of Masan Group, specializing in consumer goods, particularly in the food and beverage sector The company boasts a portfolio of well-known and reputable brands, including Chinsu, Nam Ngu, Vinacafe, and Cholimex, making a significant impact in the market.
With over 20 years of experience in the Vietnamese market, Masan specializes in manufacturing consumer goods Committed to becoming a leader in the consumer goods sector, Masan has consistently evolved and expanded its business model throughout the years.
Figure 10: Structure of Masan Group
Field of activity: Currently, Masan operates in the following fields:
Retail segment: The CrownX (WinCommerce, WinEco) and Meatdeli
Food and Beverage: Masan Consumer Holdings
Consumer foods: Saigon Nutri food, 3 Viet Food, Cholimex, and more
Financial activities: EVO card with eKYC (electronic customer identification), Techcombank
High-Tech Materials: Masan High-Tech Material
Figure 11: Masan's Revenue from 2018 to 2021 ( Billion VND)
Masan is committed to investing in top-tier operating systems and the innovation of new products The company focuses on building a strong brand through the development and acquisition of trusted brands, enhancing productivity to fulfill consumer demands with world-class quality factories Additionally, Masan prioritizes the training and development of high-quality human resources to effectively meet the needs of both businesses and customers.
According to Masan's 2022 report, the company has experienced a substantial increase in annual profit Since 2018, Masan's consolidated net revenue has reached approximately VND 38,200 billion, alongside a profit after tax of around VND 5,690 billion.
2020, the company fulfilled its financial target, more than doubling or expanding107.0% compared to 37,365 billion VND in 2019.
- In 2021, Masan achieved consolidated net revenue of VND 88,630 billion, up 156% compared to VND 77,219 billion in 2020.
- Masan group is continuing to expand and develop the future market, with the ambition to become a market leader in consumer goods - retail in Vietnam and towards international scale.
Vingroup, established in 1993 in Ukraine, is a leading private corporation in Asia, focusing on developing a diverse ecosystem across seven core sectors: real estate, retail, services, entertainment, healthcare, education, agriculture, and heavy industry With a market capitalization nearing 16 billion USD, it stands as one of the largest multi-industry private economic groups in the region The company is led by its founder, Pham Nhat Vuong, who serves as the Chairman of the Board of Directors and has played a pivotal role in the growth of its subsidiaries, Vincom and Vinpearl, prior to their merger.
Masan focuses on investing in top-tier operating systems and innovating new products The company is dedicated to building a strong brand through the development and acquisition of trusted consumer brands, while enhancing productivity with world-class manufacturing facilities Additionally, Masan prioritizes the training and development of high-quality human resources to effectively meet the demands of both businesses and customers.
With a nationwide coverage and many business fields such as: Real Estate, Technology, Industry, Retail, Education, etc.
Vingroup's charter capital stands at nearly VND 33,686 billion, with Mr Pham Nhat Vuong holding 26% of the shares and Ms Pham Thu Huong owning 4.5% The Vietnamese investment group possesses 31.6% of Vingroup shares, while SK Investment has invested 1 billion USD for a 6.1% stake Other notable shareholders include Vinpearl at 3.2%, Vincommerce with over 2.8%, and KEB Hana Bank holding 2.5% The remaining shares are distributed among various other organizations.
Figure 14: Business results of Vingoup 2015-2019 ( Billions)
Vingroup continues to experience robust growth, with both net revenue and profit after tax rising annually Although the pandemic has tempered its growth rate compared to the significant increases seen in 2015-2016, this steady upward trend is a positive indicator for the company within today's competitive market.
In 2017, Vingroup reported a net revenue of VND 89,350 billion and a profit after tax of VND 5,655 billion, marking increases of 55.5% and 26.8% respectively from the previous year The company's significant revenue growth was primarily driven by the real estate sector, which generated VND 62,482 billion, reflecting an increase of VND 25,186 billion, or 67.5%.
In 2018, Vingroup achieved a net revenue of VND 121,894 billion, reflecting a 37% increase, while profit after tax rose by 7% to VND 6,191 billion compared to the previous year During this period, the company invested VND 27,473 billion in the VinFast project, which represented 46% of its assets in progress.
In 2019, Vingroup achieved a net revenue of 130,790 billion VND and a profit after tax of 7,702 billion VND, reflecting increases of 7.3% and 24.4% compared to the previous year Despite the economic challenges posed by the Covid-19 pandemic, Vingroup demonstrated resilience by maintaining revenue growth, signaling a positive outlook for the company during these trying times.
Vingroup is committed to becoming a leading technology corporation by investing in and developing innovative technologies Additionally, the company is implementing a social housing initiative named "Happy Homes," which aims to construct 500,000 affordable housing units over the next five years This project will focus on key cities such as Hanoi, Ho Chi Minh City, Hai Phong, Quang Ninh, and Da Nang, enhancing the quality of life for many residents.
Revenue and profit after purchasing VinComerce - VinEco
After merging with Vincommerce, Masan significantly expanded its scale, acquiring 2,600 supermarkets and Vinmart and Vinmart + stores across 50 cities, establishing itself as Vietnam's largest consumer goods retail chain By 2019, the chain included 133 Vinmart and 2,888 Vinmart + stores However, in 2020, Masan opted to close underperforming locations, resulting in a decrease to 123 Vinmart and 2,231 Vinmart + stores By 2021, Vinmart + stabilized, allowing for the addition of 16 new stores, while Vinmart continued to decline, ultimately reaching just 122 locations.
Figure 15: Number of Vinmart and Vinmart + stores
In Q1 2021, VinCommerce's financial performance showed signs of recovery for Masan following its acquisition of VCM, despite an EBITDA margin of -1,058 billion VND The company's financial ratios exhibited volatility, with net revenue rising by over 40 trillion VND in 2020; however, profit after tax attributable to the parent company's shareholders fell by approximately 4 trillion VND.
Masan's third-quarter financial report for 2020 highlights the significant contribution of the Vinmart and Vinmart + retail systems to its overall revenue However, the Covid-19 pandemic and the closure of underperforming Vinmart stores led to a 14% decline in revenue for large Vinmart supermarkets, which earned VND 4,925 billion in the first half of 2021 compared to the previous year In contrast, the Vinmart + system achieved VND 9,543 billion during the same period.
2021, this figure remained unchanged compared to the same period in 2020
Figure 17: Revenue of Masan’s business segments after 6 months in 2020-2021
Masan Group has launched The CrownX, a unified retail-consumer platform that merges WinCommerce (formerly Vincommerce) with Masan Consumer Holdings This integration allows Masan to negotiate with suppliers and enhance operational efficiency at stores, thereby optimizing the supply chain As a result, the company has witnessed an improvement in commercial profitability, with a notable increase in EBITDA (earnings before interest, tax, depreciation, and amortization) during the initial period.
In the first nine months of 2021, the company's revenue reached VND 4,774 billion, marking a significant increase of 185.5 percent compared to 2020 Additionally, the net profit allocated to shareholders in the third quarter of 2021 amounted to VND 137 billion, representing a positive turnaround after seven consecutive quarters of losses in 2020 and early 2021.
3.3 Past corporation Summarize case study:
- August 2019: Vincommerce Trade and Service Development Joint Stock Company (VCM) was established and this is a 100% owned subsidiary of Vingroup.
- February 2019: VCM has covered 60 over 63 provinces in the country with a total of 113 supermarkets and more than 1,900 convenience stores.
- December 3, 2019: Vingroup and Masan Group have agreed to merge Vincommerce (retail) and VinEco (agriculture) of Vingroup into Masan Consumer Goods Joint Stock Company
- December 31, 2019: Transfer of Vincommerce shares from Vingroup according to the Resolution of the Board of Directors of Masan Group
=> The business happened quickly within only 3 months in accordance with the assertiveness of the management of Vingroup
- June 12, 2020: Masan established CrownX Company to hold the capital contribution of Vincommerce Services Development and Trading Joint Stock Company (VCM) and shares of Masan Consumer Holdings Co., Ltd.
In 2022, Masan significantly expanded its footprint, operating over 2,600 supermarkets and VinMart and VinMart+ stores across 50 provinces and cities, serving millions of customers with a total value of approximately VND 6,436 billion Additionally, Masan acquired 14 hi-tech farms, partnering with 800 cooperatives to manage 3,000 hectares of production area, valued at around VND 2,000 billion.
Figure 18: Ownership structure diagram after the merger between VinCommerce and Masan Consumer Holding
3.4 Evaluation of the status after M&A (Mergers and acquisitions) 3.4.1 Develop a distribution system for Masan consumer goods products
The merger of VinEcommerce and VinEco has enabled Masan to establish a competitive edge in the modern retail landscape By integrating VinMart and VinMart+ retail systems, Masan accelerates consumer engagement and enhances its market position Post-merger, Masan has introduced a wider range of its own products into the VinMart retail system, effectively reducing the presence of competitor offerings This strategy not only maximizes profits but also minimizes intermediate costs by streamlining the process from production to direct sales, while addressing challenges related to profit distribution among distribution channels.
Masan aims to become the leading consumer goods supplier in Vietnam, and the recent merger has significantly advanced this goal With a robust network of 134 Vinmart supermarkets and 2,888 Vinmart+ stores across 50 provinces, Masan effectively addresses distribution challenges and reduces excessive commission fees Leveraging over 20 years of experience in consumer production, Masan has established itself as a prominent player in the consumer and retail sector, with aspirations to expand its reach globally.
Figure 19: Some huge retail chains in 2019
Source: Retailer competitors in the market 2019
VinMart and VinMart+ lead the consumer goods supply market, holding more than double the market share of Bach Hoa Xanh Their dominance stems from offering a wide range of products and services, including fresh produce from Da Lat and a unique monopoly on VinEco's clean vegetables, setting them apart from other utility store systems.
3.4.3 Step into the retail market
In Vietnam, the supermarket and commercial center landscape is characterized by intense competition between domestic and foreign companies, with foreign enterprises holding a significant advantage Essential food and consumer goods dominate the market, primarily sold through convenience stores and mini supermarkets strategically located in residential areas This product range is a cornerstone for companies like Masan, as well as the VinMart and VinMart+ systems, highlighting a similarity in the product offerings between Masan and the retail outlets it has acquired.
Masan, initially a consumer goods manufacturing company, has leveraged its integration into VinCommerce's retail system to enhance its retail opportunities Following the merger of VinCommerce and VinEco, Masan can effectively utilize VinCommerce's extensive distribution network to promote its products.
The recent deal has significantly enhanced Masan Meat Life's growth trajectory, enabling the company to independently distribute its products Following the partnership with Vingroup, the number of sales points for Meat Deli has surged to over 3,500, meeting the 2021 target ahead of schedule This strategic move positions Meat Deli favorably against competitors in the market In 2020, Masan's fresh meat sector saw a revenue increase of approximately $105 million, largely due to the expanded distribution network through VinMart and VinMart+ established in 2019 The revenue structure for Meat Deli distribution is projected to consist of 10-15% from MML-operated stores, 60-65% from dealers, and 20-25% from supermarkets With a goal for 50% of Masan MEATLife's revenue to stem from meat, there remains substantial growth potential within the VinMart and VinMart+ chains.
Figure 20 : Expected sales of Meat Deli
Source: Investment in securities, Specialized page of financial statements
Figure 21: The grow rate of MEATDeli monthly since June 2019
Source: Investment in securities, Specialized page of financial statements
Despite the advantages of the recent merger for Masan, the company encounters significant profit challenges in the short term as it navigates the retail market, primarily due to its limited experience in large-scale retail operations.
2,600 supermarkets and shops increased Masan's workforce by over 20,000 people, nearly three times more than before The problem is to manage and run the chain.
Ineffective management skills in the business chain lead to significant challenges, such as inadequate quality control of goods, which is the most time-consuming aspect of retail operations Poor input quality directly impacts service delivery, while the geographical distance between stores hampers HR management, making it difficult for managers to oversee employees, resulting in dishonesty and substantial losses Additionally, as businesses grow, financial management becomes increasingly complex, complicating profit and loss oversight.
The distribution channel poses a significant challenge due to fierce competition from convenience chains like GS25 and Circle K, as well as other mini supermarkets Additionally, the Vietnamese retail market is becoming increasingly competitive, particularly with the entry of consumer goods companies such as Masan.
Evaluation of the status after M&A (Mergers and acquisitions)
The merger of VinEcommerce and VinEco has enabled Masan to establish a significant advantage in the modern retail landscape By integrating VinMart and VinMart+ retail systems, Masan accelerates consumption and enhances its competitive edge Following the merger, Masan incorporated a wider range of its own products into the VinMart retail system, effectively reducing the presence of competitors' items This strategy not only maximizes profits but also minimizes intermediate costs by streamlining the process from production to direct sales, while addressing challenges related to profit sharing within distribution channels.
Masan aims to become the leading consumer goods supplier in Vietnam, a goal furthered by its merger, which expanded its reach to 134 Vinmart supermarkets and 2,888 Vinmart+ stores across 50 provinces This extensive network allows Masan to effectively manage distribution challenges and reduce excessive commissions Leveraging over 20 years of experience in consumer production, Masan has established itself as a premier consumer and retail group in Vietnam, with aspirations to expand its influence globally.
Figure 19: Some huge retail chains in 2019
Source: Retailer competitors in the market 2019
VinMart and VinMart+ lead the consumer goods supply market, holding more than double the market share of their closest competitor, Bach Hoa Xanh Their dominance is attributed to their extensive offerings, which include not only standard consumer products and fast food but also fresh produce, particularly vegetables sourced from Da Lat Additionally, VinMart and VinMart+ benefit from the exclusive supply of clean vegetables through VinEco, further solidifying their market position.
3.4.3 Step into the retail market
In Vietnam, the retail landscape is characterized by intense competition between domestic and foreign enterprises, with foreign companies holding a significant advantage Essential food and consumer goods primarily dominate convenience stores and mini supermarkets, strategically located in densely populated residential areas This product focus aligns closely with Masan's offerings, as well as those of the VinMart and VinMart + systems, highlighting a similarity in their product structures.
Masan began as a consumer goods manufacturer, and its integration into VinCommerce's retail system has opened new avenues for business growth Following the merger of VinCommerce and VinEco, Masan is now positioned to utilize VinCommerce's extensive distribution network to effectively market its products.
Masan's recent deal with Vingroup significantly enhances the growth prospects for Masan Meat Life, allowing the company to take control of its product distribution Following this partnership, the number of points of sale for their products surged to over 3,500, achieving the target set for 2021 With these advantages, Meat Deli is well-positioned to lead the market against competitors In 2020, Masan's fresh meat sector saw a revenue increase of approximately $105 million, largely attributed to the expanded distribution network through VinMart and VinMart+ established in 2019 The revenue structure for Meat Deli's distribution is projected to be 10-15% from directly opened Meat Deli stores, 60-65% from dealers, and 20-25% from supermarkets Masan MEATLife aims for 50% of its revenue to stem from meat, with substantial growth potential remaining within the VinMart and VinMart+ chains.
Figure 20 : Expected sales of Meat Deli
Source: Investment in securities, Specialized page of financial statements
Figure 21: The grow rate of MEATDeli monthly since June 2019
Source: Investment in securities, Specialized page of financial statements
Challenge
Despite the significant advantages the merger offers Masan, the company encounters numerous profit challenges in the short term as it navigates the retail market, primarily due to its limited experience in executing large-scale retail operations.
2,600 supermarkets and shops increased Masan's workforce by over 20,000 people, nearly three times more than before The problem is to manage and run the chain.
Ineffective management of the business supply chain leads to significant challenges, including inadequate quality control of goods, which is the most time-consuming aspect of retail operations Poor oversight of inputs directly impacts service quality Additionally, the geographical distance between stores hinders managers' ability to monitor employees closely, resulting in issues such as dishonesty and financial losses As businesses grow, managing profits and losses becomes increasingly complex, highlighting the need for improved financial management practices.
The Vietnamese retail market is increasingly competitive, particularly due to the dominance of convenience chains like GS25 and Circle K This challenge is further intensified by the presence of consumer goods companies such as Masan, which are actively penetrating the market and reshaping distribution channels.
Masan has acquired the Vinmart brand and its established customer base; however, without enhancements in product and service quality, it risks losing customer trust and loyalty This decline could create significant barriers, preventing the Winmart retail system from attracting potential customers in the future.
Theory of application
It is easy to identify some negotiation theories applied by enterprises such as Masan and Vingroup in the case of buying and selling company shares:
Integrative negotiation is evident in the transaction between the buyer and seller, where the buyer aims to purchase real estate while the seller, Vingroup, seeks to shift its development strategy to leverage its core strengths.
Masan aims to strategically develop and expand its consumer goods industry by acquiring key assets, including VinCommerce This ownership enables Masan to optimize distribution channels and minimize intermediary costs, ultimately leading to increased profits for the company.
Vingroup's theory of BATNAs highlights its strategic options for potential acquisitions, particularly within its Vincommerce system The company can consider foreign entities with substantial financial resources, such as Group (Thailand), Lotte Group (Korea), and Aeon (Japan), all of which are capable of executing billion-dollar transactions Despite these options, Vingroup has expressed a commitment to retaining Vietnamese brands, as evidenced by its refusal to sell Vinmart and Vinmart (+) to foreign corporations in 2016 This focus on domestic partnerships limits VCM's potential acquirers, making it challenging to find suitable billion-dollar partners Consequently, Masan emerges as Vingroup's preferred target, as the collaboration between Vietnamese businesses aligns with the ethos of supporting local products and services.
The Zopa method highlights that MasanGroup plays a crucial role in the negotiation process Although Masan was unable to finance an immediate purchase, it opted for a "Stock Swap" strategy, where MCH will issue new shares in exchange for the VCM and VinEco shares held by Vingroup Following the merger, Vingroup will exchange all its VinCommerce shares for shares in the newly formed company, allowing Masan Group to take operational control while Vingroup remains a shareholder.
SOLUTION
Past solution review
Vingroup's sale of VCM to Masan underscores its commitment to national integrity, as it guarantees that the brand will not be sold to foreign entities For domestic companies, strong financial capabilities are essential, along with the ability to manage operations without compromising Vingroup's reputation, especially following the resale of the Vinmart and Vinmart (+) supermarket chains Key players in this transaction include Masan, Saigon Co.op, and Mobile World (MWG).
Saigon Co.op, with an impressive annual revenue of VND 35,000 billion and a network of 140 Co.op Mart supermarkets by the end of 2019, emerged as a significant player in the retail market Following an unsuccessful bid for the Big C supermarket chain in 2016, the company successfully acquired the French Auchan supermarket system in June 2019, further expanding its footprint with 15 supermarkets across Ho Chi Minh City, Hanoi, and Tay Ninh.
The valuation of VCM in the transaction between GIC Singapore and Vingroup suggests a transaction value of approximately USD 1.97 billion, which is significantly higher than the USD 1.05 billion that Saigon Co.op is prepared to invest in the previous Big C deal This substantial amount poses a challenge for state-owned enterprises like Saigon Co.op, as the legal processes required to mobilize sufficient capital are typically more time-consuming compared to those of private corporations.
The Mobile World (MWG) is a leading player in the retail sector, achieving over 102.174 billion VND in annual revenue in 2019 and operating more than 1,000 stores by October 2019 In a strategic move, MWG acquired 90% of the Tran Anh retail chain for 850 billion VND in the first half of 2018, aiming to enhance its market share and growth potential Additionally, the ownership of VCM is expected to significantly boost MWG's influence in the retail market, although raising substantial capital in the billions poses an unprecedented challenge for the group.
Masan Group, a prominent consumer goods manufacturer in Vietnam, reported an annual revenue of 37.354 billion VND in 2019 and is recognized for its strategic acquisitions.
Figure 22 : Financial indicators of Masan and MWG in 2019
Source: Financial report of Masan and MWG
Masan stands out as the strongest competitor among domestic units pursuing the deal, as evidenced by its superior financial indicators, including profit, EBITDA, equity, and total assets Additionally, Masan's significant stake in Techcom Bank, a key financial partner of Vingroup in various projects, highlights its strategic importance This analysis sheds light on the rationale behind Masan's selection for Vingroup's VCM resale initiative.
The team conducted thorough research and analysis on the M&A deal between Masan and VinGroup to identify both positive and negative impacts on negotiations Effective negotiation requires clearly defined goals, appealing strategies, risk management, and mutual benefits for both parties Consequently, the team has pinpointed various factors that could influence the negotiation process, highlighting the importance of understanding these dynamics for successful outcomes.
In a negative perspective, impact factors include:
In response to the evolving global economic landscape and the impact of Covid-19, businesses and investment funds are revising their strategies Due to isolation policies both globally and in Vietnam, many transactions have been paused, as buyers and consultants are unable to perform thorough appraisals and negotiations.
The financial difficulties faced by buyers are prompting businesses to concentrate on their core industries, leading to the cancellation of deals, especially those involving acquisitions outside their primary sector and those reliant on loans.
Figure 23: Negative factores affecting M&A activities in VietNam
The bid price fell below expectations due to a change in the buyer's pricing policy, which only allowed for lower offers This shift led to an inability for both parties, particularly those connected to the State, to finalize the deal The current climate of uncertainty has further complicated transactions, as various factors contribute to the challenges faced by both buyers and sellers.
In the current market, buyers are presented with an abundance of options as many companies undergo restructuring, asset sales, and investment pursuits due to the ongoing crisis This situation creates opportunities for investors and financially sound businesses to explore a variety of choices in the marketplace.
In today's shifting market landscape, buyers can seize the opportunity to acquire businesses at reduced prices As market conditions evolve, pricing models are adjusted, leading to lower valuations Sellers, facing financial challenges, may be compelled to accept offers below their initial expectations, creating advantageous conditions for buyers to make cost-effective investments.
Figure 24: Positive factores affecting M&A activities in VietNam
There is a significant opportunity for companies to restructure and refocus their operations Many businesses have previously made acquisitions or investments outside their core industry, often without achieving desired results To drive success, it is essential for businesses to reassess their investments and concentrate on key areas and industries.
The buyer can gain valuable insights about the company during this extended isolation period, which provides businesses and investors with ample time to assess and analyze enterprises, particularly their long-term growth potential This thorough evaluation process enables investors to make more informed decisions Consequently, the team has offered further insights and suggestions for both buyers and sellers.
Future Suggestions
In its report, Masan Group revealed that the consumer retail sector experienced a loss of VND 1,446 billion in 2021, following a significant loss of VND 4,186 billion in 2020 Over the two years since acquiring VinMart and VinMart+ from Vingroup, now rebranded as WinMart and WinMart+, Masan Group has accumulated total retail losses exceeding VND 5,600 billion.
Source: Financial statements of VinEcomerce
Masan faces significant challenges in managing its vast network of thousands of stores and 14 farms, employing around 25,000 people The company must navigate differences in corporate culture and governance issues before effectively competing with external rivals The primary risk lies in the successful operation of its new retail chain, necessitating substantial investment and a strategic shift to align with evolving consumer preferences.
Based on the analysis conducted, the team explored innovative strategies to enhance negotiation outcomes Timing plays a crucial role in trading success, both now and in the future Consequently, selecting the optimal time to sell is vital for achieving the initial objectives of all parties involved in the transaction.
During the Covid-19 pandemic, Vingroup emerged as a key player in the market, leveraging its extensive network of retail supermarkets to boost profits through VinCommerce Despite a significant 21.9% decline in retail sales in April 2020 due to social distancing measures, data from the General Statistics Office of Vietnam (GSO) indicates a strong recovery in retail sales starting in May 2020, with total retail sales and consumer service revenue showing promising growth by November.
2020 increased 6.8% over the same period
Figure 26: Retail sales of Vietnam - April 2020 (General Statistics Office of
To enhance the original goals of both buyers and sellers, the transaction can be structured as a "Co-ownership" or "Joint Venture." In this arrangement, Vingroup will acquire additional shares in VinCommerce and VinEco, while Masan will retain the remaining shares.
The organizational structure and operations of Vingroup will undergo significant changes, with a continued focus on the technology sector, as the majority of shares remain under Vingroup's control To optimize resources, Masan will take over the operation of Vinmart and Vinmart+ retail systems, integrating its own production products into this network Leveraging Vingroup's existing experience, Masan will facilitate a gradual transition from manufacturing to retailing.
CONCLUSION
Mergers and acquisitions (M&A) have evolved beyond traditional notions of femininity and simple mergers; they now focus on chain linkage, business model transformation, and production expansion to enhance resilience and adapt to changing circumstances This strategic approach allows companies to rapidly and efficiently modify their operations and improve their value chains By acquiring an existing business, organizations can significantly reduce the time required for setup, including finding locations, recruiting staff, establishing partnerships, and building operational systems This agility is particularly crucial in the context of COVID-19, where swift decision-making and opportunity seizing are essential for success.
Financial challenges are prompting companies to concentrate on their core operations, leading to the cancellation or postponement of expansion and acquisition activities outside their primary sectors As buyers adjust their pricing strategies to lower offers, both parties often encounter difficulties that hinder deal closures This uncertainty complicates transactions further, but it also creates opportunities for financially stable investors and businesses, as many companies are undergoing restructuring, divesting assets, and seeking new investments amid the crisis.
To achieve success in mergers and acquisitions (M&A), businesses must reassess their investments and restructure to concentrate on their core industry for sustainable growth, rather than pursuing expansion outside their primary sector Quick and effective negotiations require making an appealing offer that emphasizes mutual benefits—adopting a ‘win-win’ strategy By highlighting shared business perspectives, companies can more easily persuade their counterparts during the negotiation process.
Dini Turipanam Alamanda1, Puspa Ovinia Saraswati , Fajar Sidiq Adi Prabowo, Muhammad Azhari (2018) Study of Open and Sealed Auctions in Astra Credit
Companies Using Batna and Zopa https://www.researchgate.net/publication/332683335_Study_of_Open_and_Sealed _Auctions_in_Astra_Credit_Companies_Using_Batna_and_Zopa
Sungsoon Park , Gary E Bolton, Ling Rothrock, Jeannette Brosig, (2010), ⁎
Towards an interdisciplinary perspective of training intervention for negotiations: Developing strategic negotiation support contents https://www.sciencedirect.com/science/article/abs/pii/S0167923610000448
Thanh Hằng, (2021), Quá trình hình thành và phát triển của Masan https://bom.so/ItQIoh
Wiki bất động sản, (2022), Công ty Cổ phần Tập đoàn Masan - Công ty hàng tiêu dùng lớn nhất Việt Nam https://bom.so/Iulbh8
Nguyễn Đăng Quang (2020) đã khởi đầu hành trình từ việc dạy người Nga ăn mì gói và tương ớt, để sau đó xây dựng nên một đế chế thực phẩm trị giá hàng nghìn tỷ đồng tại Việt Nam Sự phát triển này không chỉ thể hiện tầm nhìn chiến lược của ông mà còn khẳng định vị thế của ngành thực phẩm Việt Nam trên thị trường quốc tế.
Trong bài viết của Huỳnh Nhật Trình (2021), tác giả phân tích thương vụ M&A giữa Masan và Vincommerce, đặc biệt chú trọng vào lý do Vingroup chọn Masan để chuyển nhượng VCM Bài viết nêu bật các yếu tố chiến lược và lợi ích từ việc hợp tác này, đồng thời cung cấp cái nhìn sâu sắc về xu hướng phát triển của ngành bán lẻ tại Việt Nam Thương vụ không chỉ phản ánh sự thay đổi trong cơ cấu sở hữu mà còn mở ra cơ hội mới cho cả hai bên trong bối cảnh cạnh tranh ngày càng gay gắt.
Trong bài viết của Vietnam Business Insider (2021), phân tích thương vụ Masan và VinEcommerce, phần 1 tập trung vào lý do Vingroup chọn Masan để chuyển nhượng VCM Thương vụ này không chỉ phản ánh chiến lược kinh doanh của Vingroup mà còn cho thấy sự chuyển mình của thị trường thương mại điện tử tại Việt Nam Việc hợp tác giữa hai tập đoàn lớn này hứa hẹn sẽ tạo ra nhiều cơ hội phát triển và tăng cường sức mạnh cạnh tranh trong ngành.
Vingroup (2020, 05 16) Doanh thu của Vingroup Vingroup 2019 https://ircdn.vingroup.net/storage/Uploads/0_Quan%20he%20co
%20dong/0_Vingroup_2020/DHDCD/Vietnam/8.%20VIC_BC%20BGD%20tinh
%20hinh%20kinh%20doanh%202019%20va%20ke%20hoach%202020.pdf
Vingroup đặt mục tiêu trở thành tập đoàn công nghệ, công nghiệp và dịch vụ đẳng cấp quốc tế vào năm 2028 Với chiến lược phát triển bền vững, Vingroup hướng tới việc nâng cao chất lượng sản phẩm và dịch vụ, đồng thời mở rộng quy mô hoạt động trên thị trường toàn cầu Sự chuyển mình này không chỉ khẳng định vị thế của Vingroup mà còn góp phần thúc đẩy sự phát triển của nền kinh tế Việt Nam.
Vnexpress (03/12/2019) Toan tính của Vingroup, Masan sau cuộc sáp nhập, https://www.tinnhanhchungkhoan.vn/toan-tinh-cua-vingroup-masan-sau-cuoc-sap- nhap-post226577.html
Hải Nam (03/12/2019) Vì sao Vingroup 'dứt tình' bán công ty Vinmart, VinEco cho
Masan? https://kinhtemoitruong.vn/vi-sao-vingroup-dut-tinh-ban-cong-ty- vinmart-vineco-cho-masan-11657.html
In their May 2020 study, Jingjing Yao, Zhi-Xue Zhang, and Leigh Anne Liu explore the dynamics of negotiations when a Zone of Possible Agreement (ZOPA) is absent They examine the impact of mental fatigue and integrative complexity on the ability to reach creative agreements The research highlights how cognitive resources influence negotiation outcomes, suggesting that understanding these factors can enhance negotiation strategies in challenging scenarios For further insights, the full study is available at ResearchGate.
In negotiations, the absence of a Zone of Possible Agreement (ZOPA) can lead to mental fatigue and hinder the process of reaching a consensus Understanding integrative complexity is crucial, as it allows negotiators to navigate complex situations and foster creative agreements By recognizing the psychological impacts of negotiation dynamics, parties can enhance their strategies, ultimately facilitating more effective communication and collaboration.
In their 2014 article "Let's Make a Deal: A Dynamic Exercise for Practicing Negotiation Skills," Gerard Beenena and John E Barbuto Jr present an engaging exercise designed to enhance negotiation abilities This dynamic activity encourages participants to actively engage in negotiation scenarios, fostering essential skills such as communication, persuasion, and conflict resolution The exercise not only promotes practical application of negotiation techniques but also emphasizes the importance of adaptability and strategic thinking in achieving successful outcomes By integrating these elements, the authors provide valuable insights into effective negotiation practices that can be beneficial in various professional contexts.
Palmira Lopez-Fresno1 , Taina Savolainen2 and Silvia Miranda3, 2018, Role of Trust in Integrative Negotiations https://academic-publishing.org/index.php/ejkm/article/view/1112
Thị trường M&A Việt Nam vẫn thu hút sự quan tâm của các nhà đầu tư, bất chấp ảnh hưởng của đại dịch COVID-19 Nhiều cơ hội đầu tư hấp dẫn đang xuất hiện, cho thấy tiềm năng phát triển mạnh mẽ của nền kinh tế Các doanh nghiệp đang tìm kiếm cơ hội hợp tác và mở rộng quy mô thông qua các thương vụ M&A, điều này khẳng định sức hấp dẫn của thị trường Việt Nam trong mắt các nhà đầu tư quốc tế.