StoxPlus is pleased to introduce Vietnam MA 2018 Research Report, the eighth issue of this report. This report presents the extensive data mining of MA deals in Vietnam in the reviewed period, as well as analysis by key investors and industries where we recognize potential investment opportunities in the near future. This report also reviewed latest status of SOE IPOs and divestments, and Banks Restructuring in VietnamThe research provides latest information on market activities as well as competition landscape of MA in Vietnam. Particularly, for this issue, we focus on analyzing three main segments of MA categories including (i) Inbound MA, which is when a foreign company merges with or acquires a domestic company) (ii) Domestic MA, which is when two domestic companies merge with or acquire other (iii) Outbound, which is when a domestic company merges with or acquires a foreign company. Key financial figures on reviewed transactions are also included in the Appendices.Below are the most critical findings in our issue: New record high was set in Vietnam MA 2017 with total deals value of US13.38bn thanks to a number of “mega” deals valuing over US100mn. 2017 MA activities set new record high 32% increasing deal value compared to the previous year 2016 even despite lower deal number (262 deals in 2017 compared to 307 deals in 2016). Fueled by growth of 2017, MA activities in 1H2018 continued its upward trend. Particularly, total 1H2018 MA deal value recorded at US3.76bn which is slightly 4% increase from US3.59n in 1H2017. Consumerbased sector recorded deals with highest value. In 2017, most active MA sectors are: Food Beverage (US6.32bn ~ 35 deals), Real Estate (US3.46bn ~ 41 deals) Industrial Goods Service (US795mn ~ 32 deals), and Construction Materials (US655mn ~ 20 deals). In 1H2018, most active MA sectors are: Real Estate (US1.95bn ~ 17 deals), Banks (US742mn ~ 17 deals), Financial Services (US297mn ~ 9 deals) and Personal Household Goods (US142mn ~ 8 deals) Inbound MA accelerated fast during 20171H2018. The constantly changing economic environment of Vietnam had provided numerous opportunities for foreign investors. In fact, inbound MA made up US11.79bn, equivalent to 87.9% of total MA deal value in 2017, and US2.83, equivalent to 75.3% of the value in 1H2018. The shift in inbound MA in 2017 – 1H2018 were the mega deals. Most aggressive foreign investors are from Thailand, Singapore, and the U.S. Thailand scored the biggest MA deal of the year through the acquisition of SABECO by ThaiBev at US4.7bn. Notable deals from Singaporean investors are the acquisition of Vinamilk by Jardine CC at US1.2bn, Vinhomes by GIC Pte Ltd at US1.3bn. Notable deals from American investors are the acquisition of Techcombank by Warburg Pincus at US370mn, Serenity Holdings by Warburg Pincus VinaCapital at US300mn, Asia Commercial Bank by Este Investments at US152mn. Domestic MA activities have been declining since 2016. Nevertheless, year 2017 and 1H2018 saw an increasing number of mega deals. Deal value and volume of 2017 from domestic MA decreased in terms of absolute value with US1.55bn from 61 deals. The most active sectors for domestic MA in 2017 1H2018 were Real Estate and Food Beverage. For two consecutive years, Real Estate topped chart as the most active sector in domestic MA market. Particularly, Real Estate deals made up 64% of total domestic MA activities in 2017, and 41% in 1H2018 Outbound MA by Vietnamese companies were quiet in 2016 1H2017. MA across the borders by Vietnamese firms were still very insignificant compared to domestic and inbound MA during 2017 – 1H2018. Domestic firms had not been actively expanding overseas through MA. Outbound MA usually accounted for less than 1% of total MA. The review period 20171H2018 only saw 1 deal valuing US11mn, which was the acquisition of Angkor Milk (Cambodia) by Vinamilk. SOE IPOs in 20171H2018 were modest in terms of volume. There were only 21 and 16 SOE IPOs in 2017 and 1H2018 respectively. The progress of IPOs during 2016 to 2018 was also significantly less aggressive than in the previous period since 2012 to 2015. Nevertheless, the government of Vietnam’s SOE divestment schedule by 2020 promised opportunities for future MA. Foreign investors are particularly interested in Vietnam’s Financial Services sector, given its tremendous untapped retail potentials and Vietnam government’s Banks Restructuring incentive. During 20171H2018, several local banks and credit institutions in Vietnam found investors from across borders via both financial investments as well as strategic investments. Consumer finance received the most attention thanks to its strong growth in recent years, with a few leading consumer finance companies already established its market share. Looking forward, MA in consumer finance is expected to escalate in both size and number since MA is the quickest way to penetrate the country’s growing consumer finance market
Thuan Nguyen, FCCA Dong Le, CFA Hai Khieu Trang Pham Chief Executive Officer Director, Biinform Assistant Manager Market Analyst StoxPlus Corporation StoxPlus Corporation StoxPlus Corporation StoxPlus Corporation thuan.nguyen@stoxplus.com dong.le@stoxplus.com hai.khieu@stoxplus.com trang.phamthu@stoxplus.com +84(24) 35626962 (ext 111) +84(24 ) 35626962 (ext 110) +84(24) 35626962 (ext 121) +84(24) 35626962 (ext 108) Preface StoxPlus is pleased to present our intensive report of Vietnam M&A 2018 In addition to the M&A data mining, we also focus on M&A opportunities by featuring some industries where we recognize potential investment opportunities will be arising given its new dynamics and regulatory developments We also reviewed latest status of SOE IPOs and divestments, and Banks Restructuring About StoxPlus Our M&A report utilized extracted database with over years of historical data in Vietnam In addition to data analysis, the report also relies on the authors’ extensive knowledge and experience in advising deals in Vietnam We have surveyed relevant foreign and local institutional investors as well as conducting a number of in-depth interviews in with experienced M&A advisers and Government officials during our preparation StoxPlus is now serving a client portfolio of over 100 corporate data clients including securities companies, research houses, asset managers, investment companies, and thousands of sophisticated individual investors We strongly believe that this report will be valuable to institutional investors, investment companies and foreign players who are considering M&A as a strategy to set a foothold or to expand your business in Vietnam Vietnam M&A Research Report 2017-1H2018 | Issue | August 2018 This report is prepared by a team of experienced analysts, researchers and data clerks at StoxPlus StoxPlus is a leading financial and business information provider in Vietnam Our services include provision of high quality data feeds, analytic tools and market research Our Biinform division has been established as an independent research house in Vietnam to provide local insights to our clients at quality standards of the World’s prestige advisory firms More details can be found at www.biinform.com If you have any questions about this report or our services, please not hesitate to contact Thuan Nguyen, CEO of StoxPlus at thuan.nguyen@stoxplus.com or +84 (24) 3562 6962, ext 111 Table of contents PREFACE M&A ACTIVITIES REVIEW 1.1 The Whole Market 04 - 25 4–9 1.2 Inbound M&A 10 – 19 1.3 Domestic M&A 20 – 23 1.4 Outbound M&A 24 – 25 M&A THEMES 2017 – 1H2018 26 – 34 2.1 SOE IPOs & Divestment 26 – 29 2.2 Banks & Financial Services Restructuring 30 – 32 2.3 Increasing Foreign Capital Inflows 33 – 34 2.4 Valuation Review 35 – 37 APPENDICES AND DISCLOSURES Appendix 38 – 54 Our Methodology 55 – 56 Important Disclosures 57 About Us 58 @ 2018 StoxPlus Corporation All rights reserved All information contained in this publication is copyrighted in the name of StoxPlus, and as such no part of this publication may be reproduced, repackaged, redistributed, resold in whole or in any part, or used in any form or by any means graphic, electronic or mechanical, including photocopying, recording, taping, or by information storage or retrieval, or by any other means, without the express written consent of the publisher Vietnam M&A 2018 Research Report| Issue | August 2018 Section 1: M&A Activities Review 1.1 The Whole Market 1.2 Inbound M&A 1.3 Domestic M&A 1.4 Outbound M&A Vietnam M&A 2018 Research Report| Issue | September 2018 Section 1: M&A Activity Review | The Whole Market Remarkable M&A record for year 2017 and strong growth momentum for 1H2018 Figure 1: Vietnam M&A Total Deal Value (US$mn) & Number of Deals, 2003 – 1H2018 13,381 600 1H2017 vs 1H2018 500 12,000 155 10,154 10,000 400 5,143 200 1,719 118 34 61 Source: StoxPlus 299 1,117 1,140 5,226 6,000 3,598 3,761 3,504 100 4,788 1,750 Total deal value (US$mn) 6,314 300 104 8,000 4,000 2,000 Deal Value 3,761 TOTAL DEAL VALUE (US$mn) NO OF DEALS Number of deals NEW RECORD HIGH was set in Vietnam M&A 2017 with total deals value of US$13.38bn thanks to a number of “mega” deals Fueled by growth of 2017, M&A activities in 1H2018 continued its upward trend Particularly, total 1H2018 M&A deal value recorded at US$3.76bn which is slightly 4% increase from US$3.59n in 1H2017 2017 M&A activities set new record high with a massive jump in total deal value to US$13.38bn, increasing deal value by 32% compared to the previous year 2016 even despite lower deal number (262 deals in 2017 compared to 307 deals in 2016) Overall in 2017, M&A transactions spread across various sectors: Real Estate (US$3.46bn ~ 41 deals) , Food & Beverage (US$6.32bn ~ 35 deals), Industrial Goods & Service (US$795mn ~ 32 deals), and Construction & Materials (US$655mn ~ 20 deals) M&A activities in 2017 and 1H2018 were driven by an increasing number of mega deals valuing over US$100mn In particular, mega deals contributed 75% of total M&A deal value of 2017, and also 75% of total M&A deal value 1H2018 Bidders of these mega deals were domestic, as well as foreign investors Highest valued deals in 2017-1H2018 were closed by bidders from familiar countries like Thailand, Singapore, Hong Kong, United States and Japan M&A activities in recent years had been on an upward trend and after hitting record in 2017, M&A market in 1H2018 expected to be no less active 1H2018 witnessed a drop in deal volume, but still an upturn in deal value compared to the same period of previous year 1H2017 Particularly, there were 104 deals in 1H2018 with total deal value of US$3.76bn The three most buoyant industries in terms of deal value in 1H2018 are Real Estate (US$1.94bn ~ 17 deals), Banks (US$742mn ~ deals) and Financial Services (US$297mn ~ deals) Specifically, mega deals of 2017 included the acquisitions of SABECO by ThaiBev at US$4.7bn, Vinamilk by Jardine C&C at US$1.15bn, Vincom Retail by multi investors at US$743mn, Happy Land Project by Vina Oscar Hotel at US$668mn Vietnam M&A 2018 Research Report| Issue | September 2018 Significant deals of 1H2018 Vinhomes by GIC Private Ltd at US$4.7bn, Berjaya Vietnam Financial Center by Vinhomes, Techcombank by Warburg Pincus LLC., ACB Bank by Alp Asia Finance Vietnam Section 1: M&A Activity Review | The Whole Market 2017 M&A: Food & Beverage dominated via mega deals Figure 2: Total M&A Deal Value (US$mn) & Number of Deal by Top Sectors, 2017 6,317 41 34 31 35 3,476 20 13 14 11 77 77 74 231 Insurance Others 10 Travel & Leisure 155 Chemicals 2017 TOTAL DEAL VALUE 17 Utilities 215 200 Basic Resources Health Care 244 Personal & Household Goods 466 13 Financial Services 482 Banks Industrial Goods & Services Real Estate Food & Beverage 655 Construction & Materials 749 11 2017 NO OF DEALS Source: StoxPlus In terms of total deal value: • Food & Beverage generated the most value in 2017 M&A in this sector alone recorded US$6.32bn, equivalent to 47% of the year’s M&A activities The most noticeable M&A deal in F&B was the acquisition of 53.59% stake in SABECO by ThaiBev at US$4.7bn Excluded this deal, the remaining F&B deals generated about US$1bn deal value, including 5.5% stake acquisition of Vinamilk by Jardine C&C at US$1.15bn, 57.3% stake acquisition of VILICO by GTNFoods at US$27.59mn • Real Estate ranked the second in terms of deal value, with 41 transactions valuing at US$3.48bn, equivalent to 25% of the year’s M&A activities The most significant 2017 Real Estate deals included US734mn deal from Vincom Retail IPO, attracting multi-investors from Asia Vietnam M&A 2018 Research Report| Issue | September 2018 In terms of number of deals: • Real Estate was the most active sector for M&A activities in 2017 – 41 deals or approximately 16% in total M&A deal number in 2017 Real Estate only scored second highest in deal value, but the highest in deal volume Vietnam's recovery from the housing bust of 2009-2013 and current booming economy heat up this market, especially through M&A There were both old and new real estate being acquired in the market for M&A Most of M&A in real estate projects were purchase of on-going or delayed projects that needed more capital to resume • Industrial Goods & Services, Food & Beverage, Constructions & Materials and Utilities were among the most active industries in 2017 with high potential demand, and consistent performance over the years In addition, Vietnam’s broad macroeconomic stability certainly boosted activities within these aforementioned sectors Section 1: M&A Activity Review | The Whole Market 1H2018 M&A: strong growth momentum remained and the rise of Banks and Financial Services sectors Figure 3: Total M&A Deal Value (US$mn) & Number of Deal by Top Sector, 1H2018 18 17 1,945 10 742 21 18 17 Chemicals Automobiles & Parts Others 1H2018 TOTAL DEAL VALUE 38 Industrial Goods & Services 93 Utilities 107 74 Retail 121 Oil & Gas Personal & Household Goods Financial Services Banks Real Estate 137 Basic Resources 142 Construction & Materials 297 Food & Beverage 3 1H2018 NO OF DEALS Source: StoxPlus In terms of total deal value: • Real Estate remained strong momentum and consistently appeared in top most active sectors for M&A in the last years according to our database since 2011 In 1H2018, Real Estate sector recorded 17 transactions, totaling at US$1.95bn or 49% of total M&A deal value for the first half of 2018 Significant M&A deals included the acquisition of undisclosed stake in Vinhomes by GIC Pte Ltd (Singapore) at US$1.3bn and 88% stake acquisition of Happy Land Project by Vina Oscar Hotel (Vietnam) at US$688mn There was also an IPO of Vincom Retail, attracting US$743mn from several investors from Asia and the U.S • Banks and Financial Services ranked to 2nd and 3rd in terms of deal value during 1H2018 1H2018 witnessed several M&A in banks, thanks to the great efforts by the Government in restructuring phase II of banks Major M&A deals in Banks and Financial Services included the acquisition of Techcombank by Warburg Pincus LLC (U.S.), Vietnam's Asia Conmmercial Bank (ACB) by Alp Asia Finance Vietnam Ltd., Prudential Vietnam Finance Co Ltd by Shinhan Card Co (Korea) Vietnam M&A 2018 Research Report| Issue | September 2018 In terms of number of deal: • Real Estate secured the first position, being the most active sector for M&A activities with 17 deals or approximately 16% in total number of deals in 1H2018 The upward trend of Vietnam real estate seemed to prolong thanks to growing population and rapid urbanization resulting in property demands 1H2018 recorded the IPO of Vinhomes, the residential property arm of Vietnamese conglomerate Vingroup, had priced the country’s biggest equity offering at the top of its prospective range, raising $1.3bn from GIC Pte Ltd (Singapore) Remaining deals were the sales of vendor’s shares to new shareholders • Food & Beverage, Constructions & Materials and Financial Services were among most active industries during 1H2018 Over the years, these sectors often performed steadily in terms of number of deals over the years In addition, 1H2018 recognized increasing number of deals in Financial Services and among those deals were mega deals as well Section 1: M&A Activity Review | The Whole Market Deal size analysis: mostly small and medium sized deals, but more than 70% of deal value came from mega deals Figure 4: Vietnam M&A Total Deal Value (US$mn) and Number of Deal BY NUMBER OF DEALS BY DEAL VALUE 100% 100% 7% 8% 80% 5% 7% 8% 8% 20% 31% 80% 74.8% 60% 76% 74% 60% 40% 40% 20% 20% 0% 0% 1H2018 2017 2016 Less than US$1mn US$1-5mn 9.7% 10.5% US$5-25mn 69.7% US$25-50mn US$50-100mn 2016 More than US$100mn 5% 3% 10% 20% 25% 14% 23% 6% 4% 2017 1H2018 Less than US$1mn US$5-25mn 51.0% 13.1% 12.1% US$50-100mn2015 19% 2016 US$1-5mn US$25-50mn More than US$100mn Source: StoxPlus In terms of total deal value: • • In the last years, mega deals valuing over US$100mn drove M&A activities, accounting for over 74% of total deal value but less than 10% of total number of M&A deals In particular, 2017 recorded 19 mega deals, valuing US$10.19bn Out of these 19 mega deals, only were domestic and the rest 16 were inbound deals Significant domestic deals included 100% stake acquisition of ANZ Bank Vietnam Ltd’s Retail Division by Shinhan Bank Vietnam Ltd at US$240mn and acquistions of 870-unit residential development in HCMC by Capitaland at US$177mn Significant inbound deals included the 53.6% stake acquisition of SABECO by ThaiBev (Thailand) at US$4.7bn and acquisition of Vincom Retail JSC by multiple investors valued at US743mn In terms of number of deal • In 2017, the market saw 262 M&A transactions Small and medium sized deals were the most voluminous There were 73 deals valued within US$5-25mn range, equivalent to 31% of total deal number Small deals valued within US$1-5mn range recorded 62 transaction, equivalent to 23% of total deal number Following were 22 deals, 21 deals, 19 deals and 11 deals value US$25-50mn, US$50-100mn, more than US$100mn, and less than US$1mn respectively • 1H2018 carried similar trend with the two most active deal ranges valued at US$525mn (21 deals) and US$25-50mn (15 deals) Following were deals, deals, deals and deals value US$25-50mn, more than US$100mn, less than US$1mn, and US$50-100m respectively 1H2018 witnessed similar trend, as mega deals valuing over US$100mn contributed about 75% of the M&A activities in Vietnam There were mega deals totaled US$2.81bn The only domestic deal was the 98% stake acquisition of Berjaya Vietnam Financial Center Ltd by Vinhomes at US$516mn Inbound mega deals included the acquisition of Vinhomes by GIC Pte Ltd, Techcombank by Warburg Pincus LLC Vietnam M&A 2018 Research Report| Issue | September 2018 Section 1: M&A Activity Review | The Whole Market Vietnam M&A 2017-2018: Majority of capital flow came from inbound deals Figure 5: Total Deal Value by Category, 2013-1H2018 100%0.2% 0.1% 0.2% 0.1% 46.6% 48.4% 0.0% 0.5% 90% 80% 52.3% 70% INBOUND M&A 63.9% Value (US$bn) Volume (deals) 2016 4.91 97 2017 11.79 147 2.83 40 75.3% 60% 87.9% 50% Outbound 40% Inbound 30% 47.5% 20% 53.2% Domestic 51.5% 1H2018 36.0% 24.4% 10% 11.6% 0% Source: StoxPlus Foreign investor appeared to be relatively active with M&A activities in 2017 & 1H2018 • Throughout the years from 2013 to 1H2018, Outbound deals remained consistently inconsiderable, with the portion recorded less than 0.5% of M&A activities each year • In 2015-2016, domestic and inbound M&A were almost balanced, with just slightly more capital flow from outside the nation’s borders From 2016 forward, inbound M&A started to attract increasing amount of capital The highest value M&A transactions were usually closed by foreign investors In fact, inbound M&A made up 87.9% of total M&A deal value in 2017 and 75.3% of the value in 1H2018 Meanwhile, domestic deals in 2017 accounted for a humble 11.5% of total M&A only Moving into 1H2018, Vietnamese investors had taken more M&A activities, bringing the portion of domestic deals to 24.4% of total deal value Vietnam M&A 2018 Research Report| Issue | September 2018 • Inbound M&A accelerated fast during 20171H2018 The constantly changing economic environment of Vietnam had provided numerous opportunities for foreign investors Vietnamese government had committed to creating a fair and attractive business environment for foreign investors, and constantly improving its legal framework and institutions related to business and investment The government also worked hard on restructuring the economy and its model for growth, as well as enhancing national competitiveness Favorable trade policies, and FTAs between Vietnam and other countries altogether enhanced the credibility and transparency in governmental policies As a result, Vietnam had attracted more foreign capital inflows than ever Section 1: M&A Activities Review 1.1 The Whole Market 1.2 Inbound M&A 1.3 Domestic M&A 1.4 Outbound M&A Vietnam M&A 2018 Research Report| Issue | September 2018 10 Appendix 4: Top Upcoming SOE divestments According to the government’s plan, many SOEs will divest more than one time to offload its State owned capital Figure 33: Top Upcoming divestments by Charter Capital NO GOVERNING BODY COMPANY CHARTER CAPITAL (US$MN) CURRENT OWNERSHIP DIVESTMENT SCHEDULE 2017 2018 MOIT ACV 960.59 95.4% MOIT VEAM 586.28 88.5% MOIT MOT MOIT PETROLIMEX VIETNAM AIRLINES VNSTEEL 570.87 541.60 299.14 78.6% 86.2% 93.9% 24.9% MOIT VINATEX 220.60 53.5% 53.5% MOC VIGLACERA 197.82 56.7% Dong Nai SONADEZI 166.12 99.5% 2019 20.0% 52.5% 2020 REMAIN 10.4% 65.0% 36.0% 0.0% 36.0% 53.7% 51.0% 0.0% 35.2% 57.9% 20.6% 34.5% MOC DIC CORP 105.09 49.7% 10 MOH VINAPHARM 104.57 65.0% 11 MOIT MIE 62.65 99.6% 12 MOC HANCORP 62.23 98.8% 47.8% 13 MOC FICO 56.03 40.1% 40.1% 14 Ha Tinh MITRACO 48.58 97.4% 15 MOC CC1 48.53 40.5% 40.5% 16 MOC LICOGI 39.71 40.7% 40.7% 17 MOC LILAMA 35.18 97.9% 18 MARD VINASUGAR2 30.22 93.0% 93.0% 19 MOC VIWASEEN 25.60 98.2% 47.2% 35.0% 0.0% 36.0% 0.1% 29.0% 36.0% 49.7% 0.0% 30.0% 0.0% 63.5% 36.0% 51.0% 0.0% 0.0% 32.4% 0.0% 0.0% 46.9% 51.0% 0.0% 0.0% 51.0% 20 MOIT VINAINCON 24.27 82.8% 46.8% Source: StoxPlus 21 MOT CIENCO5 21.83 40.0% 40.0% 22 MOC VNCC 15.78 87.3% 36.3% 23 MOC COMA 13.92 98.8% 47.8% 24 Binh Dinh PISICO 12.13 86.8% 86.8% 25 MOC SONG HONG 5.46 73.2% 73.0% 26 MOH VINAMED 3.75 20.0% 27 Ha Noi HANEL 2.21 97.9% 28 MOC BACH DANG 2.03 94.6% 43.6% 65.0% 0.0% 36.0% 0.0% 0.0% 51.0% 51.0% 0.0% 0.0% 0.2% 20.0% 0.0% 29.0% 68.9% 51.0% 0.0% Source: StoxPlus Vietnam M&A 2018 Research Report| Issue | September 2018 46 Appendix 3: M&A Transaction Factsheet Vietnam M&A 2018 Research Report| Issue | September 2018 47 Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: FOOD & BEVERAGE Acquiror 18 # THAILAND Thai Beverage (ThaiBev) Taget Name Saigon Beer Alcohol Beverage Corp (SABECO) Seller Vietnam Ministry of Industry and Trade Sector: REAL ESTATE Acquiror 20 16 17 Type AnDate Size (US$m) Stake Majority 19/12/2017 4,696.00 0.00% → 53.59% ThaiBev, through its ownership of local subsidiary Vietnam Beverage, won the bidding for an almost 54% holding in SABECO ThaiBev emerged as the only major investor to bid in what had #been billed as the hottest auction of Vietnam’s biggest asset sale Vietnam’s Ministry of Industry and Trade sold the SABECO stake for VND 320,000 ($14.09) a share, which was 3.5% premium over Monday’s closing price SABECO was a SOE, and the largest brewery in Vietnam There are only a few key players in Vietnam beverage industry and SABECO already has the largest market with 40% share, and the #largest distribution channel Recognizing the potentials of such fast-growing consumer market in Vietnam, as well as the rare occasion of capital divestment from the government, ThaiBev bid approximately $4.7bn to be the major stake holder of SABECO and officially entered the beverage industry of Vietnam ThaiBev is owned by Thai billionaire Sirivadhanabhakdi, who had special interested in Vietnam market and many of his companies held majority stakes in Vietnamese players like Metro Cash&Carry (from Germany), Vinamilk, Phu Thai Group, Hanoi Melia Hotel, etc 18 # SINGAPORE 20 16 17 Type AnDate Size (US$m) Stake Minority 20/04/2018 1,300.00 0.00% → 5.74% GIC Pte Ltd Taget Name Vinhomes Seller Vingroup Sector: FOOD & BEVERAGE Acquiror Vingroup, Vietnam’s biggest conglomerate decided to list Vinhomes on HOSE, and held the largest initial public offering of the first half of 2018 in Vietnam Singapore's sovereign wealth #fund GIC agreed to buy Vinhomes shares and extend the company a debt-like instrument in a US$1.3 billion deal ahead of the planned equity offering During the IPO of Vinhomes, GIC paid about US$850 million for a 5.74% stake GIC Pte Ltd is the sovereign wealth fund established by the Government of Singapore to manage Singapore's foreign reserves GIC was no stranger to Vietnam’s market, having already #acquired stakes of Vietnamese key player businesses Before the Vinhomes deals came through, GIC Pte Ltd had already owned a 7% in Vietcombank, 5% stake in Masan Group, 5.5% in VietJet, 0.7% in Vinamilk, and 3.5% FPT Its total holdings reached a total value of US$658.6mn (for disclosed deals amount only) # SINGAPORE 18 20 16 17 Type AnDate Size (US$m) Stake Minority 17/11/2017 1,150.00 0.00% → 10.03% Jardine C&C Taget Name Vinamilk Seller #N/A Vinamilk was the largest dairy corporation in Vietnam who owned 58% of market share in Vietnam's dairy market It was also the largest listed company in the country by market #capitalization - some US$10.9 billion as of Nov 2017 In terms of scale, Vinamilk operated 13 dairy factories, owned 10 cow farms and had 240,000 retailers as exclusive distributors Vinamilk had presence in over 43 countries and territories outside Vietnam and was also 18.74% owned by Singapore-based Fraser & Neave (F&N) Jardine C&C paid US$1,150mn for 10.03% stake in the Vietnamese dairy giant Jardine C&C was #an investment holding company from Singapore, engaged in a variety of sectors: automotive, financial, heavy equipment and mining, agriculture, infrastructure and logistics, information technology, and property businesses in South East Asia The acquisition of Vinamilk was in line with the Jardine C&C group's strategy of investing in market-leading companies in the region Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: REAL ESTATE Acquiror Avanda Investment Management Pte, Dragon Capital, Genesis Investment Management LLP, GIC Pte, HSBC Asset Management (UK), Karst Peak, RWC Asset Advisors (US), Templeton Investments, TT International Taget Name VINCOM RETAIL JSC Seller VINGROUP Sector: REAL ESTATE Acquiror 18 # MULTI 20 16 Type AnDate Size (US$m) Majority 07/11/2017 743.00 17 Stake 0.00% → N/A Vincom Retail (VRE), a retail subsidiary of Vietnam’s largest conglomerate Vingroup, held the biggest IPO of the year Vincom Retail released 415 million VRE shares were exchanged with a total value of US$743mn for a 21.8% stake The buyers in this transaction include multi funds # and investment companies all over the world: Avanda Investment Management Pte (Singapore), Dragon Capital (Vietnam), Genesis Investment Management LLP (UK), GIC Pte (Singapore), HSBC Asset Management (UK), Karst Peak (Hong Kong), RWC Asset Advisors (U.S.), Templeton Investments (U.S.) and TT International (Singapore) At the time of the exchange, Vincom Retail was managing, operating and leasing 44 trade # centers in 22 provinces and cities in Vietnam with a gross retail floor area of nearly 1.2 million square meters Particularly in Hanoi and Ho Chi Minh City, Vincom Retail accounted for 60% of total retail space 18 # HONG KONG 20 16 17 Type AnDate Size (US$m) Stake Majority 01/07/2017 668.00 0.00% → 88.00% Vina Oscar Hotel Taget Name Happy Land Project Seller Khang Thong Group Sector: REAL ESTATE Acquiror Happy Land was a long overdue project for over six years by Khang Thong Group It first launched as an amusement park project and commercial services worth up to $US2bn Happy # Land was located in Long An province and its commencement of construction was in February of 2011 Upon introducing the project, Happy Land has attracted dozens of domestic and international investors with a commitment to become the region’s top entertainment complex in Southeast Asia However, after a short period of implementation, construction of the amusement park was force to stop due shortage in capital Many investors backed off this project Happy Land also took five long years to complete the legal process Representative of # Long An Civil Debt Execution Department said that creditors from inside and outside the country had been submitting the application to this agency for the past years, demanding to reimburse their debts to Khang Thong Group Khang Thong Group, the original contractor of Happy Land faced difficulties and was plunged into piles of debt Shortage of capital delayed the Happy Land theme park project until foreign investors stepped in Hong Kong investor agreed to pay US$688mn for 88% stake in this Happy Land Project The rebirth of Happy Land project had yet to confirm However, Vina Oscar Hotel would take action soon # VIETNAM 18 20 16 17 Type AnDate Size (US$m) Stake Majority 04/06/2018 515.60 0.00% → 97.70% Vinhomes Taget Name Berjaya Vietnam Financial Center Ltd Seller Berjaya Land Bhd Malaysia’s Berjaya Land Bhd (BLand) finally decided to sell its entire stake at Berjaya Vietnam Financial Center Limited to the country’s biggest real estate developer Vinhomes for # US$515.6mn At this price, property group divested its investment in a Vietnamese financial center project at a loss The US$930mn Berjaya Vietnam Financial Center project was designed to have comprised an office building, five-star hotel, service residences and mega shopping mall on a 6.64-hectare land located at 3/2 Street, District 10, Ho Chi Minh City, Vietnam However, this project faced multiple barriers which hindered the project from being executed It was actually licensed in 2008, right before Vietnam’s real estate market was hit by the # global financial crisis Implementation was delayed and the contractor even applied to scale down the project by half in 2013 Vinhomes on the other hand, was the leading real estate developer and had successfully implemented many projects in a timely fashion In fact, Vinhomes was known its strong financial resources, quality, project scale, but most noticeably the speed of progress Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: REAL ESTATE Acquiror 18 # HONG KONG 20 16 Type AnDate Size (US$m) Minority 14/03/2017 400.00 17 Stake 0.00% → N/A Hong Kong Land Taget Name Thu Thiem River Park Seller Ho Chi Minh City Infrastructure Investment JSC (CII) Sector: BANKS Acquiror CII and Hong Kong Land signed a cooperation contract to jointly develop Thu Thiem River Park in Thu Thiem New Urban Town, District 2, Ho Chi Minh City whereas Hong Kong Land owned # undisclosed stakes in Thu Thiem River Park project for US$400mn CII was founded by the end of 2001 to act as an instrument for the Ho Chi Minh City People’s Committee to fundraise from private sources to invest in infrastructure developments Thu Thiem New Ubran Town was much expected to beautify and contribute to Ho Chi Minh city’s urban planning Hong Kong Land was property investment, management and development # groups with premium commercial and residential property interests across Asia This was Hongkong Land’s second residential project in Vietnam The project, if implemented successfully would provide around 1,140 units including luxury apartments, sky villas and garden apartments Further amenities include swimming pools, public green areas, supermarkets and more; ensuring a comfortable, convenient, modern living environment 18 # UNITED STATES 20 16 Type AnDate Size (US$m) N/A 12/03/2018 370.00 17 Stake 0.00% → N/A Warburg Pincus LLC Taget Name Techcombank Seller HSBC Vietnam Sector: REAL ESTATE Acquiror Warburg Pincus agreed to invest US$370mn in Technological and Commercial Joint Stock Bank (Techcombank), marking the largest private equity investment to date in Vietnam # Techcombank was one of the leading commercial banks in Vietnam with a sustainable financial foundation and strong product – service portfolio HSBC Vietnam used to back up Techcombank as its majority stake holder However, HSBC announce to divest its capital in Techcombank in 2017 It was quite easy for Techcombank to attract capital given its strong performance in Vietnam banking industry # Warbug Pincus was a private equity firm based in the U.S aiming to invest in companies that had sustainable growth The firm had made several major investments in Vietnam in previous years such as US$300mn into Vincom Retail, US$300mn into VinaCapital to invest in and US$200mn into Becamex IDC Corp Warburg Pincus did not disclose the size of its stake Techcombank following the transaction but a source familiar with the matter said it would own less than 10 percent and that it would become one of the bank’s biggest shareholders # JAPAN 18 20 16 17 Type AnDate Size (US$m) Stake Majority 22/04/2017 306.50 50.00% → 100.00% Hankyu Realty & Nishi-Nippon Railroad Taget Name Mizuki Park Seller Nam Long Investment Mizuki Park Binh Chanh was a luxury residential area project in District 7, Ho Chi Minh City Prestigious domestic and international companies would be involved in architectural design, # landscape design, and infrastructure at Mizuki Park Nam Long Investment Corp was township developer with market broadly covered Ho Chi Minh City and other growing cities As a fastmoving group powered by 14 dynamic subsidiaries and associates, Nam Long was a preferred destination for both local and international investors Mizuki Park was the fourth co-operation between Nam Long Investment and the two Japanese investors, after three highly successful projects like Flora Sakura, Kikyo Residences, and Fuji Residence # Nishi-Nippon Railroad was one of Japan's "Big 16" private railroad companies Nishi-Nippon Railroad operated local and highway buses, supermarkets, real estate and travel agencies, as well as railways Hankyu Realty Co Ltd operated as a real estate management Hankyu Realty sold and leased real estate properties, provided brokerage and consulting services on real estate, as well as appraises the properties Hankyu Realty also operated insurance agency, sports facilities, and parking lot Hanky Realty and Nishi-Nippon Railroad both held 50% stake in Mizuki Park Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: REAL ESTATE Acquiror 18 # UNITED STATES 20 16 17 Type AnDate Size (US$m) Stake Majority 27/02/2017 300.00 50.00% → 100.00% Warburg Pincus LLC & VinaCapital Group Taget Name Warburg Pincus and VinaCapital, a Vietnamese investment management and real estate development firm, came to agreement in making an investment of US$300mn to form a hotel # venture in Southeast Asia This included the 100% acquisition of Serenity Holdings, a company previously owned by Mr, Don Lam - CEO of VinaCapital – and Mr Marco van Aggele Serenity Holdings Seller Serenity Holdings Sector: REAL ESTATE Acquiror The joint venture was established with the vision of making Vietnam the leading hotel market in Southeast Asia The project’s long-term goal is to seize the opportunity from the stronggrowing tourism industry in the next 5-10 years, especially from China # Serenity Holdings is a beachside resort & city hotel management company, popular for its flagship resorts, Fusion Maia Da Nang & Fusion Resort Nha Trang 18 # SINGAPORE 20 16 17 Type AnDate Size (US$m) Stake Majority 29/12/2017 297.00 0.00% → 100.00% Keppel Land Taget Name Prime sites in South of Saigon Seller Keppel Land signed US$297mn sales and purchase agreements to acquire 100% interest in two prime sites in Ho Chi Minh City: in the South and in District In the South site, # Keppel Land planned to develop about 220 landed homes and a 1,029-unit high-rise condominium The two developments would span a gross floor area (GFA) of about 36,110 and 141,540 square meters, respectively Keppel Land was a conglomerate headquartered in Singapore The company consisted of several affiliated businesses that specialized in offshore and marine, property, infrastructure # and asset management businesses Keppel Land had invested in several projects in Vietnam over the years, in particular six real estate projects during 2017-1H2018 #N/A Sector: REAL ESTATE Acquiror # VIETNAM 18 20 16 17 Type AnDate Size (US$m) Stake Minority 21/04/2018 240.00 0.00% → 100.00% Shinhan Bank Vietnam Ltd Taget Name Retail Division of ANZ Bank (Vietnam) Ltd Seller ANZ Bank Shinhan Bank Vietnam Ltd was a local operation in Vietnam of Shinhan Bank South Korea Shinhan Bank was one of the biggest bank corporation in South Korea and in recent years had # been expanding operation across borders and had presence in Vietnam since 1993 through Shinhan Bank Vietnam Ltd Australia and New Zealand Banking Group (ANZ) was one of the biggest bank by market capitalization in Australia and had been operating in Vietnam also since 1993 ANZ had been unsatisfied with its businesses in Vietnam because of high bad debt ratios and # poor risk management at local financial institutions, and the legal system ANZ Bank Vietnam shut its own doors in a transaction that transferred the entire retail division, six transaction offices and 125,000 individual customers to Shinhan Bank for US$240mn This successful transaction had been considered as a big step for Shinhan Bank Vietnam’s development in Vietnam market, as well as a boost of confidence for Vietnam retail banking in upcoming time Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: BANKS Acquiror 18 # VIETNAM 20 16 17 Type AnDate Size (US$m) Stake Minority 07/05/2018 220.00 0.00% → 10.00% Alp Asia Finance Vietnam Ltd Taget Name Vietnam's Asia Commercial Bank (ACB) Seller Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets ACB demonstrated strong performance, with consolidated profit of approximately more than # US$85.7mn by the end of 2017, up 60 per cent year-on-year Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB, offloading its entire holding of more than 154 million shares in the Vietnamese bank The foreign bank explained it was under pressure to cut costs after suffering losses from emerging markets There seemed to be a trend that foreign banks are withdrawing investment from local # banks like cases of ANZ and BNP Paribas Alp Asia Finance Vietnam Ltd secured 10% stake in ACB for US$220mn Under Alp Asia Finance Vietnam Ltd, two foreign funds Sather Gate Investments Ltd and Whistler Investments Ltd each owned 5% stake in ACB Standard Chartered Bank (Hong Kong) Ltd Sector: INDUSTRIAL GOODS & SERVICES Acquiror 18 # UNITED STATES 20 16 17 Type AnDate Size (US$m) Stake Majority 01/05/2017 200.00 0.00% → 100.00% Warburg Pincus, Becamex IDC Taget Name BWID BW Industrials Development Ltd Seller Warburg Pincus, LLC is an American private equity firm that is no stranger to Vietnam’s # investment scene Becamex IDC is a Vietnamese Government sanctioned State owned Investment and a development company for Binh Duong Province Warburg Pincus decided to team up with a Vietnamese industrial real estate developer Becamex IDC Corp to form an US$200mn logistics joint venture Through the deal, Warburg hopes to capitalize on growing demand for warehouses and manufacturing space in the country which reported GDP growth of 6.8% last year # The new venture, BW Industrial Development Joint Stock Company (BWID), is said to be focusing on developing institutional-grade logistics and industrial properties across Vietnam N/A Sector: REAL ESTATE Acquiror # SINGAPORE 18 20 16 17 Type AnDate Size (US$m) Stake Majority 16/11/2017 177.00 0.00% → 100.00% CapitaLand Taget Name 870-unit Residental Development Seller #N/A CapitaLand was one of Asia's largest real estate companies headquartered and listed in Singapore In Nov 2017, CapitaLand Ltd acquired an 870-unit residential development in # Vietnam at a total value of US$177mn The acquisition has propelled the number of CapitaLand’s residential portfolio to 11 projects in Vietnam Located in District 4, HCMC, this area was also its ninth residential unit in this busiest city of the country The 1.45-hectare site, close to Saigon River, was designed for two 24-storey towers as well as retail units on the lower floors # Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: CONSTRUCTION & MATERIALS Acquiror 18 # THAILAND 20 16 17 Type AnDate Size (US$m) Stake Minority 07/03/2017 156.00 0.00% → 100.00% SCG Cement - Building Materials Co Ltd Taget Name SCG Cement-Building Materials Co.,Ltd operated as a subsidiary of The Siam Cement Public Co Ltd SCG Cement-Building Materials manufactured and distributed building materials and # construction products Its products included grey and white cement, ready-mix concrete, mortar and refractory products, concrete paving blocks, roof and ceramic tiles, fiber-cement board and wood substitutes, sanitary ware and fittings, and insulation Vietnam Construction Materials JSC Seller #N/A Sector: REAL ESTATE Acquiror Vietnam Construction Materials (VCM) was established in 2008 by international conglomerate Kusto It produced cement bearing the brand STARCEMT, STARMAX, and STARPRO, and # exported clinkers to Bangladesh, Malaysia, and the Philippines VCM had a capacity of 3.1 million tonnes a year According to SCG, the plant had the potential to be more efficient The deal acquiring VCM brought SCG’s cement capacity outside Thailand, across South East Asia to 10.5 million tons, relative to its 23-million-ton capacity in Thailand VIETNAM/ # JAPAN 18 20 16 Type AnDate Size (US$m) N/A 12/03/2017 152.80 17 Stake 0.00% → N/A An Gia Investment and Greed Group Taget Name remaining blocks of La casa project Seller La casa residential complex in District Ho Chi Minh City was owned by Van Hung Phat Corp It had a total area of 6.35 The project consisted of blocks from 28-35 floors and block # office-tel The building included 66 units and other functional areas such as hospitals, commercial areas, services and parking Many investors bid in La casa, and the latest one were An Gia Investment (Vietnam) and Greed Group (Japan) An Gia Investment had acquired a series of real estate projects in Ho Chi Minh City such as The Garden (Tan Phu District) of NAKYCO Investment Limited Company; Angia Star # (Binh Tan District) of Tan Binh Investment Construction JSC The M&A trend in the real estate market contributed to the establishment and shaping of sufficiently financially capable units to develop well-endowed projects in the market Van Hung Phat Corp Sector: BANKS Acquiror # HONG KONG 18 20 Type AnDate Size (US$m) Majority 06/11/2017 152.00 16 Stake 17 0.00% → 100.00% Bank of China Hong Kong Holdings Ltd Taget Name Bank of China Ltd (HoChiMinh City Branch) Seller #N/A BOC Hong Kong Holdings Ltd announced that it had entered into Agreements with Bank of China (“BOC”) in relation to the transfer of the Vietnam Business and the Philippines Business # respectively, as part of the restructuring exercise of the BOC Group in the ASEAN region The consideration for the proposed transfer of the Vietnam Business is US$152mn With the proposed transfers of the Vietnam Business and the Philippines Business, together with the previous acquisitions of subsidiaries and/or businesses from BOC in Malaysia, Thailand, Indonesia and Cambodia, as well as the establishment of the Brunei Branch, BOCHK # would transform into an internationalized regional bank Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: BANKS Acquiror 18 # UNITED STATES 20 16 17 Type AnDate Size (US$m) Stake Minority 09/01/2018 152.00 0.00% → 6.52% Estes Investment Ltd Taget Name Asia Commercial Bank (ACB) was the largest private bank in Vietnam by assets ACB demonstrated strong performance, with consolidated profit of approximately more than # US$85.7mn by the end of 2017, up 60 per cent year-on-year Asia Commercial Bank (ACB) Seller #N/A Sector: FINANCIAL SERVICES Acquiror # Nevertheless, Standard Chartered Hong Kong ended twelves year partnership with ACB, offloading its entire holding of more than 154 million shares in the Vietnamese bank The foreign bank explained it was under pressure to cut costs after suffering losses from emerging markets There seemed to be a trend that foreign banks are withdrawing investment from local banks like cases of ANZ and BNP Paribas Estes Investment Ltd secured 6.52% stake in ACB for US$114mn 18 # SOUTH KOREA 20 16 17 Type AnDate Size (US$m) Stake Majority 23/01/2018 151.00 0.00% → 100.00% Shinhan Card Co., Ltd Taget Name Prudential Vietnam Finance Co Ltd Seller Prudential Vietnam Finance was launched in 2006 as the first foreign, non-bank financial institution licensed for consumer finance lending in Vietnam At the time of M&A, Prudential # Vietnam Finance was the fourth-largest consumer finance company by outstanding loan balance Consumer finance was never the core area of Prudential in Vietnam, instead Prudential Vietnam prioritized life insurance and fast-track asset management Prudential sold its entire stakes in Prudential Vietnam Finance Co Ltd to Shinhan Card Co Ltd for US$151mn Shinhan Card Co Ltd was a subsidiary of the Shinhan Financial Group, a leading Korean financial # institution This deal marked the withdrawal of Prudential from the consumer finance sector in Vietnam after more than 10 years of operation to focus on its core business On the other hand, this deal was to Shinhan a deeper penetration into this fast-moving market of Vietnam #N/A Sector: FOOD & BEVERAGE Acquiror # UNITED STATES 18 20 16 17 Type AnDate Size (US$m) Stake Majority 02/04/2017 150.00 0.00% → 7.50% Kohlberg Kravis Roberts & Co L.P Taget Name Masan Nutri-Science JSC Seller PENM Partners Kohlberg Kravis Roberts & Co L.P (KKR) was a leading global investment firm based in the U.S who had made several investments in Vietnam market In Apr 2017, KKR had completed # and funded US$250 million investment in Masan Group and in its branded meat platform, Masan Nutri-Science KKR's investment was comprised of a US$100mn purchase of secondary shares of Masan Group from PENM Partners, an independent Danish private equity company, and a US$150 million primary investment in Masan Nutri-Science for a 7.5% stake This was KKR's second investment in Masan, having KKR previously invested US$359 million in Masan Consumer # Masan Group was among the top three largest private sector companies in Vietnam in terms of market capitalization It was also first domestic Vietnamese corporations to adopt a growth strategy that taps foreign sources of capital for acquisition-driven expansion Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: EDUCATION Acquiror 18 # UNITED STATES 20 16 Type AnDate Size (US$m) Majority 27/03/2017 125.00 17 Stake 0.00% → N/A TPG Capital LP Taget Name Vietnam Australia International School Seller U.S based global alternative asset firm TPG was among one of the first private equity firms to invest in Asia In March 2017 TPD entered into definitive agreements with shareholders of the # Vietnam Australia International School (VAS) to acquire a majority holding of Vietnam Australia International School VAS had more than 6,300 students in seven campuses in Ho Chi Minh City This represented a significant increase from the 2004 school year when it had 400 students It became the largest private K-12 education group in Vietnam The school system’s growth thrived since it # introduced the Cambridge International Curriculum, which led to an increase from 4,100 students in 2014 to 6,300 in 2017 Leveraging TPG’s expertise in Asia and in the education sector, VAS would continue to expand its campuses, improve the quality of its programs, and further develop its staff to become the market leader in the bilingual K-12 education segment in Vietnam #N/A Sector: FINANCIAL SERVICES Acquiror Samsung Securities Co., Ltd Caldera Pacific Ltd Taget Name Dragon Capital Group Ltd Seller #N/A Sector: HEALTHCARE Acquiror 18 20 16 17 # SOUTH KOREA Type AnDate Size (US$m) Stake HONG KONG Minority 09/10/2017 124.00 0.00% → 40.00% Samsung Securities Co Ltd, owned by Samsung Group, operated as a financial investment company based in South Korea Samsung Securities chose in invest in Vietnam via M&A to # accelerate its presence in the country rather than establishing a corporation M&A Samsung Securities, in partnership with Caldera Pacific Ltd of Hong Kong, acquired 40% stake in Dragon Capital, the largest asset management company in Vietnam for US$124mn # Samsung Securities and Caldera Pacific jointly became the second-largest shareholder in Dragon Capital with 40% holding Caldera Pacific became a general partner and Samsung Securities became a limited partner The move indicates that since the issuance of bills of lading, one of the main tasks of a large investment bank, was suspended in South Korea, Samsung Securities turned its eyes overseas so as not to lag behind its competitors # VIETNAM 18 20 16 17 Type AnDate Size (US$m) Stake Minority 19/12/2017 110.00 0.00% → 100.00% Mobile World Investment Corp (MWG) Taget Name Phuc An Khang Pharmacy Seller #N/A Mobile World Investment Corporation (MWG) was the leading consumer electronics retailer in Vietnam by revenue and net profit after tax with 2,000+ stores covering all provinces/cities of # Vietnam Upon enjoying robust growth in business, MWG decided to acquire the entire stake in Phuc An Khang Pharmacy for US$110mn, and officially set foot in the pharmaceutical sector This business deal and partnership launched a new brand name—An Khang Pharmacy Phuc An Khang Pharmacy was established in May 2006 with a total of 14 stores in Ho Chi Minh City Meanwhile MWG planned to jump into pharmaceutical retail and expected to expand # pharmacy chain stores to 50 or 60 stores next year This deal, along with other major M&A made by MWG, was a bold statement announcing the retail’s ambition and dedication Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: CONSTRUCTION & MATERIALS Acquiror 18 # THAILAND 20 16 17 Type AnDate Size (US$m) Stake Majority 09/03/2018 103.00 20.41% → 49.91% Nawaplastic Industries (Saraburi) Co Ltd Taget Name Binh Minh Plastics JSC Seller State Capital Investment Corp Sector: REAL ESTATE Acquiror Nawaplastic Industries (Saraburi), a subsidiary of Thailand’s Siam Cement Group (SCG) purchase additional 29.5% stake in Vietnamese plastic producer Binh Minh Plastic JSC (BMP) # The 29.5% stake in BMP represented by 24 million shares previously offloaded by Vietnam’s sovereign wealth fund State Capital Investment Corporation (SCIC) on March 9, starting the divestment exercise which had been much delayed Nawaplastic increased its ownership in BMP to 49.91% after this transaction, thus solidifying its position as the largest stakeholder in the plastic company # Binh Minh Plastics (BMP) launched in 1977, was the country’s leading manufacturer and trader of plastic pipes and fittings Previously, Nawaplastic had earlier divested its entire 24% stake in Tien Phong Plastic JSC, a competitor of BMP, for more US$66mn As of 2017, Nawaplastic had invested about US$121mn in Vietnam’s plastic industry The Thai group also held shares in a number of companies specializing in the production of household plastics, including Viet-Thai Plastchem, TPC Vina Chemical and Plastic Corporation, and Minh Thai House Component 18 # HONG KONG 20 16 17 Type AnDate Size (US$m) Stake Minority 15/05/2017 100.00 0.00% → 10.00% EXS Capital and ACA Investments Taget Name SonKim Land Seller #N/A Sector: HEALTHCARE Acquiror May 2017, SonKim Land, a member of SonKim Group, specializing in developing real estate, announced the completion of the US$100mn capital mobilization from the international # market This is the second investment led by EXS Capital - an independent alternative investment group within Asia - into SonKim Land through the Lemongrass Master Fund, after a successful initial investment of $37 million in 2013 For the follow-up investment, SonKim Land and EXS Capital are also partnering with ACA Investments, a leading Japanese fund management firm based in Singapore with a strong track record of investments across the AsiaPacific region # The ultimate goal of EXS is to make SonKim Land one of the five biggest real estate companies in Vietnam # UNITED STATES 18 20 16 17 Type AnDate Size (US$m) Stake Minority 06/12/2017 99.40 0.00% → 51.70% Abbott Laboratories (Chile) Holdco SpA Taget Name Domesco Medical Import-Export JSC (DMC) Seller #N/A Abbott Laboratories (Chile) Holdco SpA, a subsidiary of Abbott Laboratories in the U.S., had a broad range of branded generic pharmaceuticals, medical devices, diagnostics, and nutrition # products Abottt Laboratories paid Domesco Medical Import-Export JSC (DMC) US$99.4mn for nearly 17.95 million shares, equivalent to 51.7% of DMC’s charter capital Abbott previously acquired CFR International SPA in 2012/2013, so CFR International SPA’s shares in DMC already belonged to Abbott indirectly DMC was the third-largest listed domestic drug maker in Vietnam # Since Abbott became a major shareholder of DMC’s capital (through CFR), it sent delegations to work with DMC to support it in production, operations, finances, and human resources As a result, after the restructuring, DMC’s factories were capable of meeting capacity and business development needs to 2020 Appendix 5: M&A Transaction Factsheet VIETNAM M&A TRANSACTION 2017 – 1H2018 Sector: OIL & GAS Acquiror THAILAND 18 # 20 16 17 Type AnDate Size (US$m) Stake Majority 28/05/2018 90.00 71.00% → 100.00% Siam Cement PCL Taget Name Long Son Petrochemical Co Ltd Seller PetroVietnam Sector: REAL ESTATE Acquiror Siam Cement PCL (SCG), the largest and oldest cement and building material company in Thailand and overall Southeast Asia signed an agreement with Việt Nam National Oil and Gas # Group (PetroVietnam) to acquire the latter’s equity stake in Long Son Petrochemical Co Ltd SCG previously owned 71% stake in Long Son Petrochemical and under deal in 2018, SCG acquired the remaining 29% stake for more than US$90mn After the capital divestment of Vinachem, Qatar Petroleum International and now PetroVietnam, SCG became the sole investor of the project with a 100% equity stake # Long Son petrochemical project, located in Long Sơn Petrochemical Industrial Park in Vung Tu City was a key petrol and oil project of the Vietnamese government Long Sơn is the third petrochemical complex in Việt Nam after Dung Quất oil refinery and Nghi Sơn oil refinery and petrochemical complex It was licensed in 2008 with an initial investment capital of US$3.7bn, then was raised up to US$5.4bn in investment Long Son petrochemical project was designed to produce up to 1.6 million tonnes of olefin per year 18 # VIETNAM 20 16 17 Type AnDate Size (US$m) Stake Majority 01/04/2017 85.61 0.00% → 100.00% Novaland Taget Name Sunrise Bay project Seller Gia Duc Co Sector: INDUSTRIAL GOODS & SERVICES Acquiror The Sunrise Bay Novaland Project Da Nang, also known as Novaland Da Phuoc Da Nang before, was the Da Phuoc new urban area near the Danang Bay area This project was a self-contained # area as well as a high-class resort with all the luxurious amenities such as harbor, 18-hole golf course, shopping center, crowded national conference, high-end apartment up to 8,500 units and sky villa The project’s prime location promised the Sunrise Bay as one of the key projects in Da Nang and was expected to contribute to boost Da Nang market upon completion This was not only the largest scale project in Da Nang at the time, but affected greatly the urban planning and development of Da Nang in the future # Sunrise Bay project was 19% owned by Gia Duc Co., a young real estate company In order to be involved in Sunrise Bay Project, Novaland decided to acquire the entire stakes of Gia Duc Co for US$85.61mn Novaland was one of the leading real estate developers in Vietnam with many residential projects and adding Sunrise Bay to their portfolio was the goal # SOUTH KOREA 18 20 16 17 Type AnDate Size (US$m) Stake Majority 02/10/2017 85.00 0.00% → 100.00% CJ Logistics Corporation Taget Name Gemadept Logistics Holding Ltd Gemadept Shipping Holding Ltd Seller Gemdept Corp CJ Logistics, a subsidiary of South Korean CJ Corp, provided integrated logistics services in Korea and internationally The saga of this landmark deal began in 2013 and had continued for # longer than years until Oct 2017 when CJ Logistics and Gemdept finally signed the definitive agreements During this long period, Gemadept had to be restructured through long, complicated restructuring process, the deal structure was changed countless times, voluminous MOUs and definitive agreements drafted, revised and negotiated time and again, and CJ Logistics even had to fend off other potential bidders’ poaching to acquire not only the target companies, but also Gemadept itself through a tender offer or otherwise # Gemadept Corp was founded in 1990 as a state-owned company Gemadept Logistics and Gemadept Shipping were both subsidiaries of Gemadept Corp By the time the deal came through, Gemadept was the largest Vietnamese logistics firm and was among the earliest company to be privatized It owned several subsidiaries in port operation, logistics, rubber plantations, and real estate In 2016, Gemadept posted US$162mn in revenue, with a 4% increment year-on-year while its pretax profit was down 5% to US$20mn After restructuring and divestments, the company would be expected deliver even more exciting performance Our Methodology Sources and Completeness of Data • Data works in Vietnam are actually a very tedious and time consuming job due to lack of a sound reporting system and regulations This is particularly true for M&A activities In many case where the seller finds it positive for their public relation or investor relation works, they would be proactive in spreading the news • In many cases, including the public and listed companies, we found it hard to obtain an official explanation in a deal that has been actually concluded This is particularly true in Real Estate sector where it is sensitive from tax perspective if the deal value and details are announced • As such, we combine a variety of sources and data mining skills to uncover as many as possible unannounced M&A deals that have happened Even though our database is yet comprehensive, we believe our methodology is as exhaustive as possible to identify M&A deals in Vietnam Public Domain ⚫ Covered by StoxPlus ⚫ Not yet covered by StoxPlus Unknown Deals Surveyed by StoxPlus Unannounced Deals Vietnam M&A 2018 Research Report| Issue | September 2018 58 Our Methodology Sources and Completeness of Data • Our sources of M&A data include: ✓ Public information and media releases; ✓ Data announced by reliable portals such as Bloomberg and Thomson Reuters; ✓ Large shareholder transactions on HOSE and HNX from Fiinpro platform; ✓ Review changes of management team of all public companies from Fiinpro platform; ✓ Data mining from financial statements of large corporations in Vietnam; ✓ Press release from all private equity funds • We believe that our database might not include all M&A transactions but it is the most comprehensive in Vietnam and have covered all the market in all material aspects Deal Value • If deal value is not publicly and explicitly disclosed, we calculate the deal size from deal parameters such as purchase price per share We also obtained deal size and value from our intelligent network where possible Deal Valuation Multiples • In calculating price earning ratio (P/E), we use the acquiree latest EPS For deal P/B, we take the deal price divided by book value per share in a pre-deal basis, this means the cash proceed from the transaction is not included in the book value Sector Classification • We adopt the Industrial Classification Benchmark (ICB) for all sector classification Vietnam M&A 2018 Research Report| Issue | September 2018 59 Important Disclosures StoxPlus’s Disclosures • This material is prepared by StoxPlus Corporation for information purpose only This material is not intended to recommend or suggest any particular transaction • Any information contained in this material shall be used at your own discretion and risk StoxPlus Corporation will not be subject to any liability for any consequence caused by the information contained in this material • This material may be changed without any prior notice Content of this material may be changed according to any changes in the situation, or effects of the additional information after its preparation, and StoxPlus Corporation shall undertake no obligation to update, revise or complement the content of this material according to the changes • While this material is prepared based on the public information and other information StoxPlus Corporation duly obtained, StoxPlus Corporation has not independently verified its accuracy, completeness, or suitability for your use, also shall not guarantee them • StoxPlus Corporation reserves the copyright of this material This material is protected in accordance with the copyright laws of Vietnam and other countries, as well as the treaty provisions regarding the copyrights signed between Vietnam and other countries For any purpose whatsoever, no one shall be entitled to duplicate, summarize, quote, or reprint this material, or disclose it to the third party without StoxPlus Corporation’s prior consent Vietnam M&A 2018 Research Report| Issue | September 2018 60 ... Industry Source: StoxPlus Vietnam M&A 2018 Research Report| Issue | September 2018 37 Appendix 1: M&A by Sector, 2017-1H2018 Vietnam M&A 2018 Research Report| Issue | September 2018 38 Appendix 1:... 104 Source: StoxPlus Vietnam M&A 2018 Research Report| Issue | September 2018 42 Appendix 2: M&A Valuation by Sector Vietnam M&A 2018 Research Report| Issue | September 2018 43 Appendix 2: M&A... Source: StoxPlus Vietnam M&A 2018 Research Report| Issue | September 2018 44 Appendix 3: Top Upcoming Divestments 2017-2020 Vietnam M&A 2018 Research Report| Issue | September 2018 45 Appendix