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Presentation on theme: "Www.duanemorris.com ©2010 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris – Firm and."— Presentation transcript:

1 ©2010 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris – Firm and Affiliate Offices | New York | London | Singapore | Los Angeles | Chicago | Houston | Hanoi | Philadelphia | San Diego | San Francisco | Baltimore | Boston | Washington, D.C. Las Vegas | Atlanta | Miami | Pittsburgh | Newark | Boca Raton | Wilmington | Cherry Hill | Princeton | Lake Tahoe | Ho Chi Minh City | Duane Morris LLP – A Delaware limited liability partnership OLIVER MASSMANN - Partner, General Director DUANE MORRIS VIETNAM LLC VIETNAM’S ECONOMY IN 2015 Attempts to reform leading to remarkable development? 1

2 AGENDA: VIETNAM 2014 ECONOMY AT A GLANCE M&A AND CAPITAL MARKET OUTLOOK OUTLOOK FOR VIETNAM’S ECONOMY: IMPACTS OF THE NEW INVESTMENT LAW, ENTERPRISE LAW AND INTERNATIONAL FTAS CONCLUSION 2

3 Vietnam 2014 Economy at a glance GDP: US$187.5 billion GDP per capita: US$2,028 GDP Growth: 5.98 % Inflation: 4.09% Population: About million Labor force aged 15 and above: million Total export and import turnover: : US$ $298 billion Minimum wage: VND 2.7 million (US$ 147) per month (Jan 2015) 3

4 WTO ANALYSIS OF LIBERALIZATION OF MARKET ACCESS Vietnam ties in first place with Singapore *Typical restrictions: number of opened sectors, JV requirement, limits on foreign-owned shares, permission requirement 4 CountryLimitation of market access* CountryLimitation of market access* MalaysiamediumMyanmarhigh IndonesiamediumCambodiamedium PhilippinesmediumLaosmedium SingaporelowIndiahigh ThailandmediumChinamedium BruneihighVietnamlow

5 M&A activities in Vietnam M&A activities in Vietnam have seen steady growth after Vietnam officially became member of the WTO in 2007 Especially Vietnam has risen 5 times the deal value from US$1.08 billion since 2009 to a record breaking US$5.1 billion in 2012 M&A activity is expected to remain buoyant in the coming years, with a projected growth rate of 25-30% per year over the next five years First M&A wave in Vietnam from when the Japanese investors kept coming to Vietnam with total M&A value of US$1.2 billion in Japan leads the nations that bring M&A deals to Vietnam in terms of both quantity and value 5

6 M&A activities in Vietnam There has been an emerging wave of ASEAN investors taking over Vietnamese firms FMCGs is considered the most attractive, with the total M&A transaction value up to US$1 billion, accounting for 25% of the total M&A value in Vietnam while the retail and real property have always been very robust in M&A with the big deal value The Trans-Pacific Partnership, and Free Trade Agreement between EU and Vietnam currently under final negotiation process. When they are concluded early this year, it may also drive more interest in M&A activities in Vietnam. 6

7 Notable M&A deals in Vietnam in 2014 Berli Jucker (BJC): BJC bought 19 Cash & Carry and their related real property of Metro with a deal value of US$ 879 million Vingroup: Vingroup bought 70% of Ocean Retail Company’s capital on 03 October 2014 Modelez International bought 80% of Kinh Do JSC’s capital in sweets manufacturing section at US$370 million Standard Chartered Private Equity acquired a significant minority stake in An Giang Plant Protection JSC at US$90 million Creed Group bought enterprise bonds of NBB at US$30 million to invest in City Gate Towers ( a real estate project) 7

8 Equitization plan for 2011 – 2015 period Target: 899 equitized SOEs Results: 99 in ; 432 in 2014  368 SOEs to be equitized in 2015! Great challenges ahead Certain kinds of equitization: –issue of shares in order to capitalize state-owned enterprises –partial sale of state-owned capital; and complete sale of state-owned capital for the purpose of transformation into joint stock companies Foreign equity limitation: 30% in general, except certain sectors (Securities: 49%; Banking and finance: 20%) The State of Vietnam remains main control over certain equitized enterprises by holding special controlling shares in these enterprises. 8

9 M&A and Capital Market Outlook in M&A activities in Vietnam expected to maintain an annual growth rate of percent over the next 5 years The firms from Japan and ASEAN using M&A to enter Vietnam’s market will continue to be robust for M&A in the next few years since the banking system is still being stepped up for restructuring process while the real estate market is frozen and many property investors are facing financial difficulties The M&A activities in consumer goods will also be active as the F&B industry in Vietnam is one of the most attractive investment industry in the eye of the equity fund and foreign firms 9

10 More banking M&A transactions in M&A activities will continue to be buzzing as the number of commercial banks will be reduced to in 2017 (on-going M&A deals: Southern Bank merged with Sacombank, MDB merged with Maritime Bank, PGBank merged with Vietinbank) GP Bank acquired 100% by the UOB of Singapore may open the M&A wave in 2015 Pressure for divestment from banking area of SOE’s in will lead to more M&A activities: EVN still holds 16.02% stake in ABBank, PVN owns 20% of stake in Ocean Bank The bank will be more active in finding new foreign strategic partners when the pressures from competition and capital requirements may push smaller banks to look for new foreign investors to achieve expansion To resolve the problems, the weak banks will be merged with the other big banks 10

11 M&A and Capital Market Outlook Vietnam’s economy still remains upbeat as the Government is on the right track to keep the inflation stay low, stabilize the macro economy The government may loosen the foreign ownership caps to give investors more room to boost holdings The prospects of a TPP and EVFTA with the increase of trade deals will be great outlook for Vietnam to attract more foreign capital The reform of SOE by equitization and IPO: targeted to equitize 368 companies in 2015 which definitely provides a good number of companies for the stock market New Investment Law and Enterprise Law!!! 11

12 M&A and Capital Market Outlook HOWEVER: There remain certain risks of non-performing loans (NPLs)… The ratio of NPLs is not under control (15% of the total assets of banks, ~3 times higher than the official ratio announced by the SBV of 4.7%)  hinders the capital flow Capital remains inadequate to absorb the extent of potential losses stemming from pervasive weaknesses in asset quality (Moody’s Vice President) Lack of strong legal framework dealing with NPLs resolution. 12

13 M&A and Capital Market Outlook Establishment of Vietnam Asset Management Company (“VAMC”) as a solution to NPLs: –Buying bad debts from credit institutions –Recovering, collecting, handling and selling debts and other guaranteed assets –Debts restructuring –Using and renting the bought-back guaranteed assets –Etc. Up to October 2014, VAMC has dealt with 54.3% of the total bad debts from September 2012; recovered VND95,000 billion and sold VND4,000 billion of bad debts with profits. BUT: VAMC is not a solution – Bad debts are still there, just change of pocket 13

14 Outlook for Vietnam’s economy Impact of EVFTA and TPP on Vietnam Impact of the new Investment Law and Enterprise Law Outlook for Vietnam’s economy in

15 TPP’s Impact on Vietnam’s Economy Vietnam will enjoy strong economic and trade expansion and is expected an additional 1% economic growth from this agreement Vietnam is expected to gain significantly from the TPP’s considerable plans for tariff and duty reduction Vietnam’s export will enjoy the agreement’s great benefits when the US and Japan are one of the biggest partners of Vietnam, especially the garment and textiles sector Export to the US would increase by 13-20% a year until 2017, fetching total export of US$25-30 billions The foreign businesses are planning to enter Vietnam in preparation for a post-TPP business climate 15

16 Government Procurement in TPP 3 out of 11 TPP negotiating countries are parties to the WTO Government Procurement Agreement (Singapore, Japan and the United States) Allows all firm operating in any signatory country to be provided equal access as domestic firms to the domestic procurement contracts (National Treatment principle). The United States is the biggest trading partner of Vietnam  Vietnam enterprises operating in the United States have significant access and equal treatment as the U.S. firms in the government procurement process. TPP is a stepping stone for Vietnam to become party to the WTO GPA  increase competition, enhance the efficiency and transparency of the government procurement system  VN to attract more foreign investment and avoid corruption. 16

17 EVFTA’s Impact on Vietnam’s Economy Vietnam’s annual economic expansions rate may grow an additional 15% every year (said Tomaso Andreatta, representative of the European Business Association in Vietnam (EuroCham), at the Vietnam Business Forum 2014) Tariffs for most of Vietnamese export product to the EU will gradually reduce to 0% and Vietnam’s export to EU is expected to grow about 35% for next few years The real wages of skilled laborers may increase by up to 12% while real salary of common workers may rise by 13% The EVFTA is the legal framework for a more stable relationship in bilateral trade for Vietnam when competing in the international market The EVFTA will generate greater effects, e.g. increased quality of investment flows from EU, acceleration of the process of sharing expertise and transfer of green technology and the creation of more employment activities 17

18 Government Procurement in EVFTA All European Free Trade Association (EFTA) states are signatories to the WTO GPA, except for Vietnam. Vietnam will have better access to Europe’s relatively open public procurement market. Transparency in state-owned enterprises, which used to enjoy privileges over access to land, credit and government contracts, will be improved. 18

19 Impact of the new Investment Law and Enterprise Law on Vietnam’s economy More transparent investment environment, ventilation and reduce business costs Fair competition between domestic and foreign investors More large-scale investment projects in Vietnam 19

20 DEFINITION OF FOREIGN INVESTOR – CLEARER NOW? New Investment Law: Very simple definition! Foreign investor is any foreign individual or organization incorporated under foreign law doing business investment activities in Vietnam 20

21 DEFINITION OF FOREIGN INVESTOR – CLEARER NOW? New Investment Law removes the Foreign invested enterprise concept in favor of a new definition: Economic entity with foreign owned capital: Entity has any member or shareholder who is a foreign investor Foreign invested enterprise vs. Economic entity with foreign owned capital (“FOC Entity”):  ANY Difference? => Just change the name  BUT the capital ratio of foreign investor in FOC Entity will decide the licensing procedures 21

22 DEFINITION OF FOREIGN INVESTOR – CLEARER NOW? When FOC Entity needs to follow the licensing procedure for the foreign investor? Defined by the capital ratio of 51%: 1.FOC Entity has any foreign investor who holds 51% or more charter capital or has foreign individuals as the majority of partnership members (‘‘FOC Entity No. 1’’) 2.FOC Entity has FOC Entity No. 1 who holds 51% or more charter capital (“FOC Entity No. 2”) 3.FOC Entity has FOC Entity No. 1 and FOC Entity No. 2 who hold 51% or more charter capital (“FOC Entity No. 3”) 22

23 M&A PROCEDURES UNDER NEW IL M&A Procedure: Appears to be simple!!! Implementing regulations only in the upcoming months  Satisfying the requirements for investment  Submitting application dossier  Assessment by the licensing authority and decision making after 15 days Subjects:  foreign investors making investment in conditional business activities applicable for foreign investors;  FOC Entity No. 1, FOC Entity No. 2 or FOC Entity No. 3 holding 51% or more of the targeted economic enterprise as a result of the M&A  Exclusion: FOC Entity other than FOC Entity No. 1, FOC Entity No. 2 and FOC Entity No. 3: same procedures for domestic investors 23

24 Recommendations for M&A in Vietnam Make clearer rules on foreign ownership in Vietnamese companies; Clarify the basis for calculating the market share of a potential target company in relation to an economic concentration; Harmonise the interpretation of transfer price; Clarify and improve the regulatory framework on tax liabilities arisen from M&A transaction; Ensure that decisions taken by the Vietnam Competition Administration Department (VCAD) are made quicker. 24

25 Outlook for Vietnam’s economy in 2015  In 2015, Vietnam is expected with a brighter economic situation:  Macro economy and monetary policy will remain stable  The inflation will be under control, estimated rate of 4%  2015’s GDP is estimated to rise from 6.2%  Exports, especially FDI manufacturing companies, will push the growth of Vietnam’s economy in 2015  Continued stronger reform of institutional and administrative procedures to improve investment environment 25

26 DUANE MORRIS VIETNAM LLC Thank you very much! HANOI OFFICEHO CHI MINH CITY OFFICE Pacific Place, Unit V1307/08, 13 th Floor, Suite 1503/04, Saigon Tower 83B Ly Thuong Kiet, Hoan Kiem District29 Le Duan Street, District 1 Hanoi, VietnamHo Chi Minh City, Vietnam Tel.: Tel.: Fax: Fax: Contact 26


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