ICE21-Mergers & Acquisitions NEWS

Weekly issued to about 82.
000 emails of investors, managers, and investment organizations & groups in Vietnam or overseas
Volunme ICE-21, Tuesday December 9th, 2008

Mergers and Acquisitions in Knowledge Enterprises (Part 3)
ICE – the M & A and project investment connection is the source of useful information for domestic and foreign
investors, enterprise owners and corporations. M & A News issued weekly by ICE will provide information of
buying and selling enterprises in all business fields as well as investment opportunities in projects throughout
Vietnam. In addition, ICE Vietnam M & A News will help foreign investors and enterprise owners to update new
investment policies and new information of the M&A market in Vietnam.
Main parts:
Part 1: M&A Investment Opportunities

>>> M&A Investment opportunities
>>> Selling company opportunities
Part 2: Global M&A market

>>>Top Global M&A Deals
>>> Top Industries: Global M&A
Part 3: Vietnam and M&A Tendency-

>>>Vietnam Economy
>>> Vietnam investment market
>>> Vietnam and M&A tendency
>>>Mergers and Acquisitions in
>>>Knowledge Enterprises (Part 3)
M&A AND INTERNATIONAL INVESTMENT CONNECTION
PART 1: M & A INVESTMENT OPPORTUNITIES
M&A INVESTMENT OPPORTUNITIES
M&A-76 : Sell building materials manufacture plant in Cu Chi
Location Cu Chi, Ho Chi Minh city;

Business field Buying and Selling building materials; interior & periphery decoration
Started year April, 2002

Chartered capital 1.200.000.000 VND
Legal status Completed
Current status Effective operating with total 40 workers
Land asset Land asset has land use right certificate issued by Authority Party including:
- 853 m2: has front side closes to Province highway of Cu Chi which is used for
warehouse and shop with total construction area is 1193 m2 and 332 m2 used
for housing.
- 1134 m2: has front side closes to province highway of Cu Chi which is used
for enlarging building material shop.
- 13.050 m2: 90m front side, 30 km far from Ho Chi Minh city which is used for
building material manufacture plant.
- 82 m2: used for building house in Tan Phu District, Ho Chi Minh City.
Business strategy Establish Joint Stock Company, Restructure Company, Enlarge business
capacity project to increase revenue up to 30 billion VND in 2009 and affirm
brand name in the market.
Strengths - Known as strong brand name in delivering completed building material,

repairing and decorating house.
- 10 year experience in this field with skillful staffs.
Transfer type Shares transfer: maximum up to 49% of shares
Transfer price Negotiable
ICE’s rate
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 2

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and foreign investors, enterprise owners and corporations. Please contact ICE’s editors of M&A News to contribute ideas or place orders this News-
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M&A-76 : Sell building materials manufacture plant in Cu Chi
Location Cu Chi, Ho Chi Minh city;

Business field Buying and Selling building materials; interior & periphery decoration
Started year April, 2002

Current status Effective operating with total 40 workers
Land asset Land asset has land use right certificate issued by Authority Party including:
- 853 m2: has front side closes to Province highway of Cu Chi which is used for
warehouse and shop with total construction area is 1193 m2 and 332 m2 used
for housing.
- 1134 m2: has front side closes to province highway of Cu Chi which is used
for enlarging building material shop.
- 13.050 m2: 90m front side, 30 km far from Ho Chi Minh city which is used for
building material manufacture plant.
- 82 m2: used for building house in Tan Phu District, Ho Chi Minh City.
Business strategy Establish Joint Stock Company, Restructure Company, Enlarge business
capacity project to increase revenue up to 30 billion VND in 2009 and affirm
brand name in the market.
Strengths - Known as strong brand name in delivering completed building material,

repairing and decorating house.
- 10 year experience in this field with skillful staffs.
Transfer type Shares transfer: maximum up to 49% of shares
Transfer price Negotiable
ICE’s rate

M&A-77: Sell Agricultural Processing Product plant in Buon Ma Thuot – Daklak City
Location Buon Ma Thuot – Daklak City

Business field Buying and processing coffee and agricultural products.
Started year 2007
Enterprise pattern Limited Company
Current status Effective operating
Total area 10,767 hectare

Warehouse and land - 50 year renting land, 15 years tax exemption
- Solid warehouse with total area 7500 m2
General information Owns:

- Modern self-contained machine to produce peanut;
- Perfect infrastructure setting ( water and electricity);
- Convenient transportation condition;
- Large drying ground with total area 10,767;
- Large warehouse with capacity for 10.000 tons of corn, 15.000 tons of
cassava, 7.000 tons of coffee.
Strengths - Factory located in DakLak Industrial zone, which is the biggest agricultural
area of Vietnam. Annual production output is 100.000 tons production.
This is the potential input material for the factory.
- Closes to Ho Chi Minh center;
- Convenient transportation condition
Transfer type Total transfer
Transfer price 15 billion VND
ICE’s rate

M&A-78: Sell company operating in real estate in Hanoi
Location Hanoi
Business sector Real estate
Legal status Good
Financial status Clear and healthy
Strengths - Good revenue

- Experienced staffs
Transfer reason Changing business direction
Transfer type Legal personality
Transfer price 40 million VND
ICE’s rate

SELLING COMPANY OPPOTUNITIES
M&A- 79: Want to buy enterprise operating in real estate sector in the South of Vietnam
Is one of the biggest Real Estate Company in Ho Chi Minh city, now we would
Investor Overview
like to acquire companies in the same business field as followings:
+ Distributing real estate products
+ Consulting and Designing Project design
+ Supplying building materials and interior decoration.
Location Ho Chi Minh city, Dong Nai, Long An, Binh Duong, Ba Ria- Vung Tau, Binh
Thuan
Expected field Trading, Distributing and Marketing Real Estate products
Legal status Good
Operating status Effective operating
Business strategy Potential
Financial status Clear and Healthy
Requirements SMEs is preferable
Co-operation pattern Shares transfer (60%)
Acquire price 30 billion VND
ICE’s rate

M&A- 80: Want to buy bottled manufacturing plant in Ho Chi Minh City
Location Ho Chi Minh City
Business sector Alcohol and Soft drinks

requirements
Current status Effective Operating
Financial status Clear and healthy financial statements, no bad debts,
Requirements - Clear and healthy financial status

- Has distribution channels
Co-operation pattern Acquire total
Acquire price Less than 3 billion VND
ICE’s rate

PART 2: GLOBAL MARKET M&A
Fiat CEO sees mergers among The head of Fiat sees car makers being forced to merge in order to survive
car makers - report the onslaught of the global crisis, leaving their industry with only six big
players, according to a report on Saturday.
"The only way for companies to survive is if they make more than 5.5 million cars
per year," Chief Executive Sergio Marchionne was quoted as saying to the European
edition of Automotive News, an industry publication.
"As far as mass-producers are concerned, we're going to end up with one American
house, one German of size; one French-Japanese, maybe with an extension in the
U.S.; one in Japan; one in China and one other potential European player," he said.
Marchionne said he expected the consolidation to transpire in the next two years.
"This business is going to be completely different," he said. "It cannot continue as it
did in the past. Independence in this business is no longer sustainable."
Marchionne's published comments were in an extract of a story to come out in the
publication's latest issue next week.
The extract was part of an email obtained by Reuters highlighting the major stories
of the coming issue.
30% of Oil Refinery Stocks to The Vietnam National Oil and Gas Group (PetroVietnam) has announced
Be Sold Abroad that it will sell up to 30% of its shares in oil refineries to foreign partners
that are ready and willing to supply crude oil to those plants on a long-
( Source: Reuters) term basis.
Delivering this announcement during the West Pacific gas industry’s 10th conference
and exhibition that took place recently, PetroVietnam’s General Director Tran Ngoc
Canh stressed that the percentage of stocks to be sold may be increased in special
cases.
As well as Dung Quat, the country’s first oil refinery, currently being built in the
central province of Quang Ngai and scheduled for completion in February 2009,
PetroVietnam has plans to build two other plants.
One of these two, with an estimated output capacity of 200,000 barrels a day and
investment capital of US$6 billion, is to be built in the central province of Thanh Hoa
in a joint venture with the Kuwait international oil and gas group and the Idemitsu
Kosan group of Japan .
The other, also with a production capacity of 200,000 barrels a day, is scheduled to
be built in the southern region, the country’s largest consumer centre. The project is
still at the discussion stag with foreign partners, including the Venezuelan National
Oil and Gas Group.
Despite being the third-largest producer of crude oil in Southeast Asia with an
average output of 300,000 barrels a day, Vietnam still has to import petroleum due
to lack of oil refineries.
According to PetroVietnam, the country will need to buy approximately 26.5 tons of
crude oil to supply the three refineries when they are operational.
Currently, BP Plc and Royal Dutch Shell Plc, as well as a number of companies from
Venezuela and the Middle East are in a race to become a supplier of crude oil to
Vietnam.
Once operational, these three oil refineries will help the country to reduce its import
and trade deficit.
Top Global M&A Deals
Target Acquiror Value ($M)
Telefonica Moviles Peru Holding SAA Telefonica del Peru SAA 1,647.8
Head Office building of HSBC Holdings Plc HSBC Holdings PLC 1,290.3
Oil Search Ltd International Petroleum Investment Co 1,097.5
ZC Sterling Corp QBE Holdings Inc 575.0
Baiyin Nonferrous Metals Co CITIC Group 477.6
Omrix Biopharmaceuticals Inc Johnson & Johnson 428.2
Australian Wealth Management Ltd IOOF Holdings Ltd 347.5
Cozmo International Pte Ltd Royal Oak Development Asia Tbk PT 279.2
Guohai Securities Co Ltd Guilinjiqi Pharmaceutical Co Ltd 273.2
Atlantic 2 - Berenice two properties Immobiliare Caltagirone SpA 221.0
Top Industries: Global M&A
Industry Deals Value ($M)
Grand Total 8,550 524,326.0
Financials 1,612 240,928.0
Industrials 1,958 76,138.0
Energy 346 39,339.2
Utilities 269 29,289.2
Non-Cyclical Consumer Goods / Services 657 27,467.4
Telecommunications Services 165 25,474.8
Basic Materials 821 24,935.1
Technology 902 22,585.9
Cyclical Consumer Goods / Services 1,349 19,958.2
(Source: Reuters)

PART 3: VIETNAM AND M&A TENDENCY- Merger & Acquisition in knowledge Enterprises (Part 3)
Vietnam Economy
Hanoi Eyes 10% GDP Growth The Hanoi People’s Council convened its 17th session on Dec. 8, targeting a
Rate in 2009 gross domestic product (GDP) growth rate of between 9.5-10% for 2009.
Hanoi targets GDP growth of between 9.5-10% for 2009.

The council also set the goals of a 20% increase in export revenue, an 18-20%
growth in social investment, and a 5% rise in budget collection, alongside with
creating 126,000 new jobs and reducing the poverty rate among the city’s
households to 14%.
In particular, the council deputies also vowed to lower the birthrate by 0.2%
from 2008 with a 1-percent reduction in the number of third birth cases.
Hanoi People’s Committee Vice Chairman Phi Thai Binh reported that the city
has failed to achieve the GDP target of 11.5-12% set for 2008 due to various
difficulties resulting from high inflation, financial turmoil, epidemics, unusual
cold spells and particularly large scale floods in early November.
2008 also marks the first year that Hanoi’s administrative boundary has been
Hanoi targets GDP growth of expanded to include the neighboring Ha Tay province and parts of Vinh Phuc
between 9.5-10% for 2009. and Hoa Binh provinces. This has posed both advantages and disadvantages to
the management and development of the city.
( Source: VNN) However, Binh noted, with its concerted efforts, the capital posted a GDP
growth rate of 10.58%, an export turnover of more than US$6.9 billion and a
total social investment capital of VND97.7 trillion (roughly US$5.9 billion),
respective year-on-year rises of 35.5 and 19.3%.
Hanoi recorded impressive results in attracting foreign direct investment with

US$5 billion poured into 300 projects, doubling the 2007 figure. Its budget
revenues hit VND68.6 trillion (about US$4.1 billion), surpassing the yearly plan
by 13.9%.
Addressing the event, National Assembly Vice Chairman Uong Chu Luu
stressed that Hanoi plays an important role in implementing the country’s
overall tasks aimed at curbing inflation, stabilizing the macro economy,
ensuring social security and maintaining sustainable growth.
The legislator urged the municipal authorities to work out mechanisms to lure
more talents and investment sources to serve the development of the city.
Secretary of the Hanoi Party Committee Pham Quang Nghi said the city would
focus on overcoming the aftermath of the recent historic floods, accelerating
administrative reform and speeding up the tempo of major projects for on-
schedule completion to mark the capital’s 1,000th founding anniversary.
He also affirmed the city’s resolve to join hands with the government to rein in
inflation, prevent economic slowdown, and especially to maintain stable and
sustainable economic growth and ensure social security, food hygiene and
effective protection of the environment.
Vietnam Investment Market
Foreign investment should Vietnam needs to ensure foreign investment is directed to

focus on effective sectors, sustainable industries and the country needs to do more to train rural
academics advise workers.
These are some of opinions voiced by international and local scholars at a

three-day conference on Vietnamese studies, “Vietnam: Integration and
( Source: SGGP) Development”, which ended in Ha Noi on December 7.
At the opening ceremony, Vietnamese Vice President Nguyen Thi Doan said
the Vietnamese government required in-depth studies to scientifically map its
strategies and policies.
The country was facing great challenges from climate change and the global
financial crisis as it worked on socio-economic development, she said.
Ms. Doan expressed her hope that Vietnamese and foreign scientists will boost
their cooperation to develop Vietnamese studies into a strong science.
Dr. Phung Xuan Nha of the Ha Noi National University said foreign direct
investment (FDI) had made great contributions to the country’s economic
growth. However, it has not enhanced the quality of the country’s growth and
had caused severe environmental pollution.
FDI, therefore, must be used to benefit both partners - Vietnam and foreign
investors, he said.
The government needs to limit investment licenses in sectors that don’t boost
exports but exhaust the country’s material resources and pollute the
environment, such as heavy industry, real estate and construction of golf
courses, Dr. Nha added.
…
Malaysian company wants to Gadang Holdings Bhd, a construction and property firm of Malaysia,
build power plant in Vietnam is conducting negotiations to build a coal-fired power plant in
Vietnam, local media reported.
(Source: ICE Collection)
The company is due to carry out a detailed study on the power plant project,
the Business Times said, quoting Gadang managing director and chief
executive officer Tan Sri Kok Onn as saying that it is finalising the nitty-gritty
with relevant government departments.
"We are expanding the company's utilities division by looking for more jobs to
build power plants and to hold water concessions," Kok told the Business
Times in an interview.
Gadang, which is also expected to build a 300 million ringgit (US$82 million)
water treatment plant in Vietnam, wants its utilities division to contribute 25
percent of profit by 2011, from five percent at present.
The water plant is Gadang’s first project in Vietnam to have a capacity of up
to 300,000 cu m of water a day.
"We have been investing in many countries, but are glad to be in Vietnam as
it has a lot of resources. Long An is a fast-developing industrial province. A lot
of industries from Ho Chi Minh City are expected to relocate there, hence, the
urgent need for fresh water," Kok added.
Spanish firms explore Vietnam Two trade missions from Spain will arrive in HCM City and Hanoi this
Market week to identify business opportunities and establish new
commercial relationships, the Spanish Embassy has announced.
The delegation of AOM, the Spanish Association of Tool Machine

Manufacturers, which represents almost 100 companies, will be in Hanoi on
( Source: VNN) December 8-9 to hold meetings with members of the Vietnam Automation
Manufacturing Industry Association, Vietnam Railways Corporation and
distributors of tool machines in Vietnam.
Spain is recognized as a major manufacturer of tool machines in Europe and

exports around 60 percent of its production.
The second Spanish delegation, made up of AETIC, the Spanish Electronics,

Information Technology and Telecommunications Industries Association, and
nine leading IT and telecom companies, will hold meetings in HCM City and
Hanoi from December 10-12.
They will meet with distributors and agents to discuss future trade
opportunities.
The trade missions have been organized by the Economic and Commercial
Office of the Spanish Embassy and the individual companies.
The presence of Spanish products is growing steadily in Vietnam, with
Spanish companies already established in industries such as chemicals,
shipbuilding, handicrafts and leather
Japan’s carmaker to set up joint Japan’s Nissan Motor Co. announced on December 8 that it will set
venture in Vietnam up a joint venture in Vietnam with Denmark-based car distributor
Kjaer Group A/S to boost sales in the emerging market, local media
reported.
(Souce: VNA) The joint venture, named Nissan Vietnam LLC, will be capitalised at 10 million
USD, with 26% owned by Nissan and the remaining 74% by Kjaer, an
international car distributor focusing on emerging markets.
Based in Hanoi, Nissan Vietnam will start operations later this month to import
and distribute Nissan vehicles, parts and accessories, according to the
Japantoday online newspaper.
Nissan has been selling its Tiida hatchback, the X-Trail sport utility vehicle,
and other cars in Vietnam through Motorcare Co, a Kjaer subsidiary.
Nissan last year sold 518 vehicles through the Kjaer subsidiary, up from 175
units the previous year.

VIETNAM AND M & A TENDENCY
Elf Gas Buys out LPG Retailer Elf Gas Saigon, a joint venture between France’s Total and Saigon
Construction Corporation, Tuesday announced its acquisition of
Saigon Gas Holdings Corporation.
The acquisition would secure its position as one of the leading liquefied
petroleum gas (LPG) retailers in Vietnam, Total said in a statement which did
( Source: thanhniennews) not mention the share the joint-venture has acquired.
The world’s fourth-largest oil and gas company said in the statement that Elf
Gas Saigon targets a 15% share of the country’s LPG market and would add
an import terminal in Go Dau, Tay Ninh Province to its portfolio.
“In the Asia Pacific, Vietnam is one of our key countries for development and
this opportunity for growth fits well with our strategy in the region,” said
Thierry Pflimlin, senior vice-president of Total Oil Asia-Pacific, in the
statement.
Total, which holds 86% in the joint venture, has been in Vietnam since the
end of the 1970s, exploring and drilling in the south, according to the filing.
Jetstar Pacific’s biggest Vietnam state investment arm SCIC has sought approval from Prime
shareholder wants to cut stake Minister Nguyen Tan Dung to slash its holding in loss-making budget
airline Jetstar Pacific and allow other domestic businesses to invest
in the airline.
( Source: thanhniennews) SCIC, or State Capital Investment Corporation, holds a 75.78 percent stake in
Jetstar Pacific. Australian flag carrier Qantas is the next biggest shareholder
with an 18 percent stake. State-run tourism group Saigontourist holds 6.18
percent and a Vietnamese investor holds 0.04 percent.
In a note sent to Dung in October, SCIC said the low-cost airline needed
US$30-35 million next year to “stay stable and develop in upcoming years.” It
sought the permission to allow Qantas to raise its stake in the carrier to 49
percent, above the current foreign ownership cap on airlines of 30 percent.
But late last month, SCIC sent another note to Dung, saying “raising the
foreign investor’s stake to 49 percent is not appropriate at the moment.” SCIC
proposed selling part of its stake to other domestic investors instead.
SCIC said Jetstar Pacific had made a loss of $22 million in the first 10 months
of this year.
The company blamed the poor performance on high fuel costs earlier this
year and foreign exchange fluctuations.
If no action was taken to help the airline, it would run out of money by the
end of this year, the SCIC warned.
SCIC was created in mid-2005 to take controlling stakes in thousands of the
country’s state-run enterprises.
Mergers and Acquisitions in Knowledge Enterprises (Part 3)
Entrepreneurial mindset
What appears to distinguish those organizational members who engage in knowledge transfer activities from those
who don’t is an entrepreneurial mindset. Entrepreneurial mindset refers to individual organizational members who
have the ability to act quickly under pressure, think creatively about new products and services, behave flexibly
when competitors strike, and take appropriate risks for appropriate rewards. Rather than focusing on the stress and
uncertainty that would result from the merger, these organizational members, or knowledge transfer individuals,
see the acquisition as an opportunity for themselves and their team to take advantage of new opportunities.
Management Mindset - Boundary Breaking:
As the integration process unfolds, the decisions that are made during the process often heighten these images and
only served to create a stronger barrier to the establishment of a new social community with a shared identity.
Time itself is the primary factor that enables these images to lessen and for the integrating entrepreneurs to create
a new social order.
One of our studies suggests that value creation following a merger cannot be planned and managed, rather, it is an
emergent process. Value creation results from entrepreneurial integrators taking action to engage in the knowledge
transfer process. The organization has very little to do with managing, organizing, or even directing the action of
these individual organizational members.
(ICE: Collection)


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Weekly issued to about 82.

Volunme ICE-21, Tuesday December 9th, 2008

Part 1: M&A Investment Opportunities

Part 2: Global M&A market

Part 3: Vietnam and M&A Tendency-

PART 1: M & A INVESTMENT OPPORTUNITIES

M&A INVESTMENT OPPORTUNITIES

M&A-76 : Sell building materials manufacture plant in Cu Chi

Location Cu Chi, Ho Chi Minh city;

Started year April, 2002

Strengths - Known as strong brand name in delivering completed building material,

Transfer type Shares transfer: maximum up to 49% of shares

Transfer price Negotiable

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 2

M&A-76 : Sell building materials manufacture plant in Cu Chi

Location Cu Chi, Ho Chi Minh city;

Started year April, 2002

Strengths - Known as strong brand name in delivering completed building material,

Transfer type Shares transfer: maximum up to 49% of shares

Transfer price Negotiable

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 3

Location Buon Ma Thuot – Daklak City

Total area 10,767 hectare

General information Owns:

Transfer type Total transfer

Transfer price 15 billion VND

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 4

M&A-78: Sell company operating in real estate in Hanoi

Business sector Real estate

Legal status Good

Financial status Clear and healthy

Strengths - Good revenue

Transfer reason Changing business direction

Transfer type Legal personality

Transfer price 40 million VND

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 5

SELLING COMPANY OPPOTUNITIES

Legal status Good

Operating status Effective operating

Business strategy Potential

Financial status Clear and Healthy

Requirements SMEs is preferable

Co-operation pattern Shares transfer (60%)

Acquire price 30 billion VND

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 6

Location Ho Chi Minh City

Business sector Alcohol and Soft drinks

Legal status Completed

Current status Effective Operating

Financial status Clear and healthy financial statements, no bad debts,

Requirements - Clear and healthy financial status

Acquire price Less than 3 billion VND

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 7

PART 2: GLOBAL MARKET M&A

Top Global M&A Deals

Target Acquiror Value ($M)

Oil Search Ltd International Petroleum Investment Co 1,097.5

ZC Sterling Corp QBE Holdings Inc 575.0

Baiyin Nonferrous Metals Co CITIC Group 477.6

Omrix Biopharmaceuticals Inc Johnson & Johnson 428.2

Australian Wealth Management Ltd IOOF Holdings Ltd 347.5

Guohai Securities Co Ltd Guilinjiqi Pharmaceutical Co Ltd 273.2

Atlantic 2 - Berenice two properties Immobiliare Caltagirone SpA 221.0

Top Industries: Global M&A

ICE21-Mergers & Acquisitions NEWS

ICE21-Mergers & Acquisitions NEWS