M&A Due Diligence and Execution in Vietnam

  Merger and Acquisition (M&A) activities in Vietnam have been rapidly increasing over the the years in value and number of transactions when Vietnam's opening policies to attract foreign investments loosen up.  The M&A due diligence and execution are therefore important steps to ensure a successful transaction.

For foreign investors wishing to take advantage with a certain level of risks in Vietnam where the cost of labour are cheap, mid-income populations are growing, and the need of capital are high, it is important to find the right target companies to invest.  Challenges might arise when approaching the right local companies, locating the right decision makers within the local companies, encountering differences in languages and cultures.

It is important that the local consultants with the understanding of the business and legal environment in Vietnam where the local companies are incorporated could be involved at an initial stage to monitor and minimize the risks, improve the effectiveness of the M&A process in Vietnam.

The Vietnam consulting company could also provide corporate intelligence and insights of the Vietnam targeted companies to have an overall evaluation of the compliance of the Vietnam companies, possible risks involved and growth potential.  Financial forensic services might also be needed before other further steps.  Then, the following will need to be considered when undertaking the M&A in Vietnam.

Due diligence

M&A due diligence in Vietnam is a vital step because it determines whether the M&A will succeed or not. There are some aspects that must be carefully considered:

• Financial reports

Review all the financial reports of the Vietnam targeted companies within 3 to 5 years to assess the current and future financial situation. These data needs to be audited by a reputable independent auditing company. Evaluating financial situation targets on many aspects such as the reasonable connection between the financial statements, operating and sales margin of the business in relation to the average in that industry.  These data allow valuation real value of the target business.

• The cash flow

Checking the dates on invoices showing that whether targeted businesses have paid promptly or not. Term of payment may vary from industry to industry, but generally 30 to 60 days. If the money order is paid after the billing date period of 90 days or more, it means that the business owner may be struggling with cash flow. Finding out that if the clients’ inability to pay bills or not is very important.

• The staff

Determining the importance of staff for the success of the business considering work habits of employees, working time of key employees; ability to remain working after a change of the owner occurs; the incentives necessary to keep key employees; ability to easily replace key employees; the relationship of key employees with the company's customers.

• The customers

This is the most important assets of the Vietnam targeted company. Make sure that clients are as the other tangible assets of the business. Evaluating customers on some primary aspects: the relationship with the current owner of the business, customer history with business relations and the contribution of each customer to the profits of the company; assessing that customer will leave or stay when the business having new owners; customer services and dispute of the company, the relationship of the former owner of the business with the community or the industry.

• Business location

This is especially important if the targeted company is a retail company. Does the importance of business location play a crucial role for the success of the company? How is the location of the company you plan to acquire? Is there sufficient parking lot for customers? How does the company depend on sales in the region? How is the prospects of the business in this area? Does this place have been in the process of rapid change from new residential district office building or not? Has business location become more or less desirable because of contemplated changes in surrounding area or not?

• Competitors

Considering this aspect in order to define the capacity of the targeted business in the industry, the following questions would help: who are its competitor and what are their strategies? Does the price war happen frequently? How has the competitive environment changed?

• Business registration, permits and zoning

It’s necessary to make sure that business registration certificate and other legal documents can be easily given to the buyer. It would be better to acknowledge the procedures to transfer these documents and its fee with the help of local management consulting company in Vietnam. If the targeted company is a joint-stocks company, what is the procedure for the business registration? Can foreigners own the company 100% according to Vietnam laws?  Conditional investments in Vietnam need to be considered carefully by lawyers in Vietnam to avoid mishaps.

• The company image

Company image can be a significant asset and that cannot be assessed in the financial report. There are many intangible factors to consider when evaluating a company: how to serve customers, how employees answer the phone and the level of support the community or the industry.

Negotiate the price

It is important to understand the purpose and motivation of both parties. The sellers’ motivation are formed and affected by value drivers. There are two main value drivers which are approach value and avoidance value. Approach value is our purpose such as prosperity and avoidance value is the negative effect that we need to eliminate. Normally, the buyers try to find out what are the reasons why the owner wish to sell the companies. This will help the buyers plan a reasonable strategy beforehand.

A research analyzes the general aspects that the buyers seeking for via conducting surveys companies’ owner who have sold or transformed their enterprises. The research results are focus on profit maximization (79%), minimization of tax payable (73%), protection of viability of the company (71%)...(Source: Acquisition Marketplace Review, 2007).

The motivation of the buyer in most cases is similar to the motivation of the seller, which is to maximize profits, expand markets, increase revenue, operating areas, areas of activity, minimize taxes...

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Risks in Business Activities of Enterprise: The Arising Causes

 Risk is something that nobody expected but we have to accept to live together with it. Identifying risks and creating solutions to prevent it and also minimize losses when it happens are what businesses should do. That is positive solution instead of accepting risks.

So what "risk" is? There are many definitions of risk, in which there are two main points. First, risks are unexpected events. Second, when risk occurs, it causes losses to people and society. The business operations of enterprises are very diverse. In theory, such operations are always come with risk. Instead of statistic the risks (very difficult), we should approach the issue from the step of identification the causes of risk. It will help businesses to have better prevention against the risk. Here are some common causes of risks that businesses often encounter.

There are 8 main causes of risk. First, that is the natural environment, such as storm, flood, drought, earthquake, volcano, tsunami, sea level rising and the earth "hot" up... These risks often have some common characteristics: the ability to forecast and predict is low, happen suddenly, cause damages on a massive scale, not just for one region, one industry, one community but for the whole economy, a number of countries or the whole world. The prediction and forecast of these natural disasters are difficult but they active as a rule. Hence, enterprises can proactively prevent or choose appropriate solutions.

The second risk is the risks from social environment, social structure and population. That is the change of value, standard, human behavior, the scale of values in society and the social characteristics... They are source of risk for commercial operations and investment activities of enterprises. However, a society that encourages nurturing the creative values and the inspiration investment would certainly the good protective shield for businesses.

Thirdly, there are risks come from the environment where the cultural background is low... A society where there is low literacy, lack of cultural norms, morality is not enhanced then how well the law will be enforce? Once the laws are not enforced effectively, a thousand risks may occur. There will be a stunning political rights, the rising of kinds of crimes such as theft, looting, rioting, economic fraud underground, reneged contract, counterfeiting, piracy, inciting religion, ethnicity and hatred... As a result, the kind of snatching, fraud and deceptive business will dominate.

Fourth are the risks from political environment, where lack of institutions to protect the freedom, democracy, property rights of people in general and businesses in particular. Political environment includes the stability in politics, security and safety for enterprises and people. A country that usually has national policy changes, coups, wars, riots, ethnic and religious conflicts, intervention in markets that lack of standards, policies were dominated by the interest groups, discrimination, corruption... are causing serious risks to businesses, causing them to lack of business confidence, lose investment momentum and can harm the economy and society.

Fifth are the risks come from economic environment. A strong economy is an economy that has high resistance with the ability to resolve the crisis in the best way in the direction of transparency, low cost, high sustainability. An economic environment where there are often crisis, inflation, erratic pricing, instable supply and demand, exchange rate changes frequently, shortage of goods and services, uncontrollable monopoly, fair competition is only on paper... along with the lack of technocratic skills shall be considered to be major risks for enterprises. Furthermore, on the other hand, the challenges come from an economy with high competitiveness, the drastic changes of technical science and information technology would also be the risk for enterprises that lack of the ability to adapt to changes.

Sixth are the risks that resulting from the regulatory environment that lack of transparency in three fields of legislative, executive and judicial. This is also the danger of healthy businesses. A system of legal documents should be issued with the effective participation of the business community, according to the criteria of sustainable, friendly, fair and easy to apply. An effective law enforcement system should be operated under the motto support, promote and facilitate business. A system of reliable justice, respect for justice and ensuring effective law enforcement with a society that respect for ethic and law would be an ideal environment to encourage investment and development of business. Conversely, a business environment where the law is inconsistent, contradictory, overlapping, change suddenly and shady, law enforcement lacks transparency, openness and efficiency, the application of the law lacks fairness, property ownership right and the right to protect the contract are not only abused but also the cost is too high... are sources of risk, causing severe damage to the business.

Seventh is the risk coming from business partners. They can be investors, joint ventures, cooperation or customers of the business. Have you ever questioning that where do they come from and are they reliable in terms of skills, experience, financial strength, legal and corporate governance. When establishing a relationship in business, both parties should understand and trust each other before coming to the steps of negotiating, signing and implementing contracts. Regarding business contract, it should be made very carefully because each paragraph stalking the risks that businesses need to take into consideration such as terms, payment, tax, limitation of liability, termination of the contract ahead of time and contract dispute resolution...Hence, the contract should be made carefully by a professional unit.

Eighth is the risk coming from the enterprise itself such as business attitudes towards risk, mistakes in business strategy and enterprise management, the weakness of the managers and employees, lack of ethics and business culture, lack of motivation, lack of internal unity...The most important thing is to regularly inspect and test the control systems of corporate is effective or not. Corporate governance is the whole system of rules and regulations. Good corporate governance will help the strategic decisions of the enterprise to be issued in the most enlightened and effective way, along with the best elimination of risk. Good corporate governance ensures utilizing all resources of business.

Before conducting business operations, businesses have to conduct risk analysis from at least 8 reasons above, then who dares to ensure that doing business is easy.

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Ha Nam: Granting Investment Registration Certificate to Capella Real Estate JSC and Teijin Group (Japan)

  On May 15^th 2019, Ha Nam Provincial People's Committee held a ceremony to grant Investment Registration Certificate for the Project of construction investment and infrastructure business of Thanh Liem industrial zone, phase II for Capella Real Estate Joint Stock Company, which has a total investment of nearly 950 billion VND and Teijin Carbon Vietnam Factory Project for Teijin Group with a total investment of 12 million USD.

Over the past years, with the viewpoint of always trying to improve the investment environment, Ha Nam's leaders always support and create the most favorable conditions for investors, focusing on strong resources to build infrastructure, especially transport infrastructure, industrial zones and clusters. Drastically direct the implementation of solutions to improve the business investment environment, administrative reform...

Up to now, Ha Nam province has 8 industrial parks approved by the Prime Minister, of which 7 industrial parks have been put into operation, 1 Thai Ha Industrial Zone has completed the documents and procedures. 887 projects have been attracted, including 260 FDI projects and 627 domestic projects with registered capital of nearly 3,000 million USD and nearly 110,000 billion VND. In the first 4 months of 2019, the province granted 40 investment projects, including 16 FDI projects and 24 domestic projects with total registered and adjusted investment capital of 200 million USD and nearly 3,500 billion VND.

In the ceremony, Ha Nam province granted the Investment Certificate to the investment project of construction and business of Thanh Liem Industrial Park Phase II invested by Capella Real Estate Joint Stock Company. With a scale of 143 ha and total investment of nearly 950 billion VND. This is one of the most capable, reputable and experienced investors, has been very successful in the field of infrastructure development and attracting investment in industrial parks and industrial clusters in some localities all over the country.

Also at the conference, leaders of Ha Nam province granted the Investment Registration Certificate of Teijin Carbon Vietnam Factory Project to Teijin Group (Japan). This is an enterprise with more than 100 years of experience in the field of materials, health care and information technology. One of the leading enterprises developing core technologies including polymer chemistry, nanotechnology, biotechnology and synthetic technology.

Teijin Group (Japan) built Teijin Carbon Vietnam Factory with a total investment of 12 million USD, on an area of 15,300 m2, producing carbon fiber products used for the aerospace industry, automotive industry, plastic engineering, health, sports... to meet the demand of domestic and foreign markets.

At the conference, Chairman of Ha Nam Provincial People's Committee welcomed the leaders of Teijin Group and Capella Company to trust and choose Ha Nam as the project investment location. At the same time, he also believed in the construction process, production and business activities, businesses will achieve high revenue and efficiency.

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Many Large Businesses in Norway Want to Invest in Hanoi

  7 leading corporations and enterprises from Norway include ITS Noway, Pixii AS, Ruter, Avfall Norge, Cambi, Host, Tomra want to set up business in Hanoi, at the same time cooperate, invest and transfer the most advanced technology in Hanoi city.

Chairman of the Hanoi City People's Committee has just had a meeting with Innovation Norway and 7 leading Norwegian corporations and enterprises operating in the fields of: Developing smart traffic system, energy and energy storage, management and development of public transport systems, providing solutions for waste and waste sludge management, recovery and recycling of plastic and waste materials.

At the meeting, leaders of corporations exchanged views with the Chairman of Hanoi People's Committee on Norway's strengths, experiences and the most advanced technology such as waste and sludge treatment technology and recycling into fertilizer preparations for agriculture; technology to use clean energy in waste treatment; technology to collect, process and recycle hazardous plastic wastes; payment technology and smart transportation applications that encouraging people to use the City's public transport system; experiences and management mechanisms that encourage corporate cooperation in waste and wastewater treatment and development of public transport.

At the same time, the leading corporations in Norway also expressed their desire to cooperate, invest and transfer advanced technology into Hanoi.

On the side of Hanoi, the Chairman of the city thanked the leaders of the corporations for exchanging and introducing valuable experiences in management as well as advanced technologies in areas that Hanoi is very in need of, serving for the construction and development of Hanoi towards smart, sustainable and effective urban.

At the same time, the city leaders also expressed that Hanoi is willing to create the most favorable conditions for Norwegian corporations and businesses to research, survey and seek investment and business cooperation opportunities in Hanoi.

Notably, representatives of the Innovation Norway, corporations and companies committed to organize Norwegian business delegations to Hanoi as soon as possible to implement the discussed plans.

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British Investors Proposed to Invest in Wholesale Market in Gia Lai

 Chairman of Gia Lai Provincial People's Committee has just had a meeting and worked with Chairman of the Board of Directors of TKV Holdings International (United Kingdom), coming to survey and find out investment opportunities to set up business in Vietnam and in particular set up wholesale market project in Gia Lai province.

At the meeting, representatives of TKV Holding International Cooperation Joint Stock Company expressed their interest in building wholesale market; electronic portal of wholesale market without managers; strategic product identification; advising on the province's strategic product identification in the global value chain (building national product images) and Gia Lai province's product consumption plans.

The representative of the company also assessed that Gia Lai is a potential province and if implemented, the wholesale market model in Gia Lai will also have its own characteristics; At the same time, asking the province to provide additional issues related to regional planning and sector planning; local determination and orientation of Gia Lai province for the participation of enterprises in implementing this wholesale market model.

At the meeting, Chairman of Gia Lai Provincial People's Committee Vo Ngoc Thanh also raised a number of issues for the unit to learn investment such as the project scale of the wholesale market, the need to connect between the wholesale market and the people. production if the model is deployed in Gia Lai.

Chairman Vo Ngoc Thanh expects TKV Holdings International Cooperation Joint Stock Company will soon agree with the province on how to do as well as speed up the implementation plans of this project. At the same time affirmed Gia Lai's determination and will create favorable conditions for the unit through the Department of Planning and Investment to promote investment in implementing the wholesale market project in Gia Lai province in the early period. Best.

At the meeting, Chairman of Gia Lai Provincial People's Committee also raised a number of issues for investors such as the project scale of the wholesale market, the need to connect between wholesale market and producers if the model is implemented in Gia Lai.

Chairman of the province expects TKV Holdings International Cooperation Joint Stock Company will soon agree with the province on how to do as well as speed up the implementation plans of this project. At the same time affirmed Gia Lai's determination and will create favorable conditions for the unit through the Department of Planning and Investment to promote investment in implementing the wholesale market project in Gia Lai province in the shortest time.

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Quang Ninh Calls for Investors in Tourism Real Estate

  Quang Ninh is becoming an open destination for tourism investors to come and set up business in Vietnam.

With the land area and sea surface of over 12,000 square kilometers, the topography of more than 2,000 islands spread over 250 kilometers of coastal lines, Quang Ninh is considered as a "small Vietnam" with the potential to develop green tourism. Therefore, it is not surprising that many travel experts perceive Quang Ninh is blessed with special values.

The first highlight of the Quang Ninh tourism journey is Ha Long Bay - the world natural heritage, the most typical and unique island in the island's integrated marine tourism system. This system stretches 250 kilometers of sea route, linking Ha Long - Bai Tu Long - Van Don island - Bai Tu Long National Park - Co To island - Vinh Thuc island - Tra Co beach with Cat Ba National Forest (the World Biosphere Reserve) and the marine resources system of Hai Phong city. These remarkable advantages make Ha Long Bay along with Cat Ba, Do Son (Hai Phong) are prioritized to develop into national tourist area.

Along with Ha Long Bay, places like Quan Lan, Minh Chau, Ngoc Vung, Bai Dai, Van Hai white sand mine... (in Van Don island district); or Tra Co, Vinh Thuc (in Mong Cai city) … with beautiful beaches, natural forests, intact coral reefs around the islands, offshore locations, have created special values of Quang Ninh tourism.

In addition to natural advantages, Quang Ninh is the only province with land and sea borders with China, an important and vibrant trade gateway between Vietnam, China and ASEAN countries. That is why large investors want to choose Quang Ninh. From the end of 2013 up to now, Quang Ninh has attracted more than 100 projects with total investment capital of more than 5.5 billion USD, nearly half of capital concentrated in Ha Long city, of which the strong investment waves mostly focus on the field of tourism.

There is not only the presence of Vietnamese investors such as Tuan Chau, Vingroup, Sun Group, FLC…, the attractiveness of Quang Ninh is also reflected in the presence of billion-dollar-super-projects of giants investors from United States, China, Thailand, United Arab Emirates... The famous names such as Wyndham, Starwood, ISC Corp, Amata, Nakheel... have landed in Ha Long with huge investment plan.

In the development plan, Quang Ninh is calling for investment in 14 large-scale eco-tourism real estate projects (period 2016 - 2020) and many other projects to develop 4 major tourism centers: Ha Long; Mong Cai - Tra Co; Van Don - Co To; Uong Bi - Dong Trieu - Quang Yen.

Standing in the top on tourism investment attraction, the keys that help Quang Ninh to balance its economic benefits and resource conservation are unified planning, consistent development and a clear view on investment attraction.

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Why background check is needed when applying for second passport?

  Nowadays, it is popular for individuals to have a second passport. It can be seen that in many countries, individuals are restricted to travel freely between countries. Typically, such nationals whom wish to travel abroad are required to apply for a visa which takes a lot of paper preparation for proof of financial status, legitimate reasons and waiting time.

The investment for second citizenship will help investors get a more powerful passport, less limited mobility, especially in European countries. This is also an invaluable advantage for those who wish to expand their business opportunities internationally. Different countries will have different citizenship investment programs, the most common forms of contribution to national funds and investing in real estate in that country.

However, in addition to the mandatory conditions for the investment, in order to be able to receive the passport, the investor also needs to go through a certain application review process. Normally, the countries that grant citizenship to foreign citizens will conduct judicial background verification, background check, criminal record, and the investor's health status such as Cyprus, Montenegro, Bulgaria, Hungary.  In particular, the applicant will have to be qualified for civil liability.  There are countries that are particularly concerned about the investor's health such as Malta, which requires the individual applying to have global health insurance, investors and families need to prove that they purchased health insurance in their immigration application.  In Cyprus, in order to pass the document check, investors also need to provide proof of the investment money source. Similar in Malta, Montenegro the investors need to present documents proving that the money has legal origin.  Sometime, there are needs to verify the legitimate of the documents provided by the applicants.

Further, verification of employment, salary, income, assets are also important for the review process.  To some extents, the investors and their companies are also assessed for reputation and adverse media impact.  In some countries, investors need to have documents certifying that they have resided there for a specific period of time at the request of the Government. In Malta, for example, the investor needs to reside here for 12 months before applying. In Bulgaria or Antigua & Barbuda, after being granted citizenship, investors need to reside in these countries for a certain period of time. For the citizenship by investment program in Montenegro, the application will only be accepted when it is submitted through a government-licensed agent under the program.

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