ICE06-Mergers & Acquisitions NEWS

Weekly issued to about 82.
000 emails of investors, managers, and investment organizations & groups in Vietnam or overseas
Volunme ICE-06, Wednesday August 13th, 2008

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:
Ads here as
Part 1: Global M & A market sponsors
Part 2: Vietnam M&A Market– Acquisitions
Part 3: M & A opportunities
PART 1: GLOBAL M&A MARKET
Top Global M&A Deals

Target Acquirer Value $M
Union Fenosa SA (ESP) Gas Natural SDG SA (ESP) 14,274.8
Fording Canadian Coal Trust (CAN) Teck Cominco Ltd (CAN) 11,028.5
Union Fenosa SA (ESP) Gas Natural SDG SA (ESP) 9,221.2
ImClone Systems Inc (USA) Bristol-Myers Squibb Co (USA) 4,330.5
Steen og Strom ASA (NOR) Klepierre SA and Stichting Pensioenfonds ABP (FRA) 4,251.4
Tesco Personal Finance Group Ltd (GBR) Tesco PLC (GBR) 2,090.3
Rothmans Inc (CAN) Philip Morris International Inc (USA) 1,997.2
Epcos AG (DEU) TDK Germany GmbH (DEU) 1,770.8
Gold Eagle Mines Ltd (CAN) Goldcorp Inc (CAN) 1,253.6
Consortium made of Sonae SGPS SA and Soares da
Concession for Oporto airport (PRT) 1,248.1
Costa Concessoes, SGPS, SA (PRT)
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 1

Vietnam M & A News – Copyright © 2008 ICE – The Enterprise Trading and International Investment Connection – Issued weekly for domestic
and foreign investors, enterprise owners and corporations. Please contact ICE’s editors of M & A News to contribute ideas or place orders via e-
mail.All right reserved. Tel: +84-4-6227724 Email:ice.ma.news@gmail.com Website: www.vni-connection.com
Top Industries: Global M&A
Industry Deals Value $M
Financials 2,080 167,594.0
Energy 499 105,076.2
Telecommunications Services 200 93,086.7
Healthcare 566 83,400.9
Non-Cyclical Consumer Goods / Services 1,149 83,291.0
Industrials 2,219 68,756.2
Utilities 367 65,793.6
Basic Materials 1,047 62,204.6
Cyclical Consumer Goods / Services 1,775 59,687.0
Technology 1,079 39,076.6
PART 2: VIET NAM AND M&A MARKET
M&A: a solution? market securities value of those this is still a typical successful M&A
companies are often higher than the affair in Vietnam when “the child”,
book value of the securities”. Mr. Kido’s ice-creams is still proving their
Tommy advised LBC members who leading position in the market.
are leading companies in Vietnam’s Choosing the right partnerWhen
market to concentrate on their core buying or selling a company,
capability and be bold to exclude little companies have to be very careful in
related business fields. In other choosing their partners. Mr. Tommy
words, in the currently difficult Tan noticed, “First of all, companies
situation, Vietnam’s companies have to understand clearly their
Dr. Tommy Tan, CEO of TC should focus on restructuring, benefits in this business affair.
Capital shared his experience cleaning up the financial capacity, Adding a new business field, using
in M&A with LBC members on
promoting operational efficiency and new technology or opening a new
July 31st 2008.
keeping the company value. This will market are specific benefits for
be a great advantage to attract companies to consider. Next, it is
The topic, “M&A: Reality in Vietnam” external capital sources from necessary to valuate correctly their
has touched the needs as well as investment funds through M&A in own assets. Much experienced
worries of leading companies in the addition to two traditional capital companies will wisely choose the
discussion in the late morning of July sources which are short-term capital right time when their trading value is
31st among three orators. They are loan and the owner capital. Selling the highest. Due deligence with
one expert of TC Capital, one the company: Have to grasp how partners will help much companies
company valuator of Ernst & Young to!Many Vietnam’s companies usually although it cannot come to the final
and one who directly participated in consider their companies as their life decision”. Agreed with issues
Vietnam’s biggest M&A affair, i.e. determination. Few people think of mentioned above, Mr. Hoang Manh
Kinh Do bought Wall’s. To focus on giving their determination up. In case Thang, in charge of M&A consultancy
the core capability is to promote the they have to sell their companies, of Ernst & Young, added: “Companies
company value. In the 7th business most of them have not well prepared need to prepare a culturally
lunch of the leading company club, to sell one part of or the whole combined plan, high-ranking
Dr. Tommy Tan, CEO of TC Capital company. From the experience in manager staffs and much
and a former member of Singapore selling Wall’s of Unilever Corp. To experienced employees keeping the
Bank Renovation Commission, said “ Kinh Do, according to Mr. Nguyen technological know-hows of bought
Investors always highly appreciate Duy Thuan, the director of BDS, companies confidential against
companies focusing on their core Vietnam has studied carefully the buying companies.
capability, especially leading ones in situation before selling one of their
their industries. Therefore, the profitable trademarks. Up till now, (Source:SGTT)
Acquisitions
As you can see, an acquisition may be only slightly different from a merger. In fact, it may be different in name
only. Like mergers, acquisitions are actions through which companies seek economies of scale, efficiencies and
enhanced market visibility. Unlike all mergers, all acquisitions involve one firm purchasing another - there is no
exchange of stock or consolidation as a new company. Acquisitions are often congenial, and all parties feel satisfied
with the deal. Other times, acquisitions are more hostile.
In an acquisition, as in some of the merger deals we discuss above, a company can buy another company with
cash, stock or a combination of the two. Another possibility, which is common in smaller deals, is for one company
to acquire all the assets of another company. Company X buys all of Company Y's assets for cash, which means that
Company Y will have only cash (and debt, if they had debt before). Of course, Company Y becomes merely a shell
and will eventually liquidate or enter another area of business.
Another type of acquisition is a reverse merger, a deal that enables a private company to get publicly-listed in a
relatively short time period. A reverse merger occurs when a private company that has strong prospects and is
eager to raise financing buys a publicly-listed shell company, usually one with no business and limited assets. The
private company reverse merges into the public company, and together they become an entirely new
public corporation with tradable shares.
Regardless of their category or structure, all mergers and acquisitions have one common goal: they are all meant to
create synergy that makes the value of the combined companies greater than the sum of the two parts. The success
of a merger or acquisition depends on whether this synergy is achieved.
(source: ICE Collection)

Short Investment News
Ministry approves Lang Co-Chan May economic zone Vietnam Retail Analysis (2008-2012)
plan - a new market research report on
www.companiesandmarkets.com
The Ministry of Industry has approved the master plan for the Chan
May-Lang Co Economic Zone in central Thua Thien Hue province.The Vietnam is the fourth most attractive retail
master plan, with vision through 2025, will help the zone develop and market in the world in terms of potential
aims to take advantage of its geographical location, economic growth owing to both increasing demand for
development, available landscapes and infrastructure. consumer goods and rising disposable
incomes, behind India, Russia and China. The
The Chan May-Lang Co EZ lies between two major cities in the central retail market of the country has expanded
region, namely Hue and Da Nang and boasts convenient road, rapidly over the past few years and will
railway, waterway and air transport. accelerate further on the back of rising
disposable income, growing consumer
The zone is adjacent to Vietnam ’s well-known natural and cultural
heritage sites such as the former Hue imperial city, Hoi An ancient Spending and sector’s liberalization in the
town and the My Son relics and it also serves as a gateway to the coming years.
East Sea.
The detailed data and analysis given in the
At the present, the EZ is home to various tourism projects, including report will help the client to evaluate the
the 875-million-USD Resort Laguna Hue. leading-edge opportunities critical to the
success of the retail market in Vietnam. The
In the first seven months of this year, it attracted seven projects with report gives rational forecast and estimations
a combined investment of more than 18 trillion VND, bringing the that are intended as a rough guide to the
total number of projects to 30 in the zone, capitalised at nearly 28 direction in which the Vietnamese retail
trillion VND. market is likely to move…
(Source: VNA) (Source: companiesandmarkets)
Vietnam’s Investment Market
Disbursed FDI to hit $ 11bn
Vietnam’s disbursed foreign direct investment is forecast to exceed $11 billion in 2008 if barriers
continue to be lifted for facilitating additional inflows.
Hanoi, Ho Chi Minh City, Binh Duong, Dong Nai and Ba Ria-Vung Tau remain the country’s top foreign direct
investment (FDI) magnets, making up almost 40 per cent of the disbursement stock.
The remarkable forecast came together with the Foreign Investment Agency (FIA) anticipating to grab $50 billion in
newly pledged funds as more large-scale projects are expectedly approved before the close of the year.
“Given the decentralisation of FDI activities in accordance with the Investment Law passed in 2005, local governments
have done a good job of attracting and accelerating FDI project implementation, resulting in sharp rises of the inflows
since then,” said Cao Viet Sinh, Deputy Minister of Planning and Investment (MPI) at last week’s meeting to build FDI
attraction plans for next year…

Eastern European investors Vietnam in order to seek business BIDV and CEB will also provide
return to Vietnam opportunities and execute projects in syndicated loans to fund a lot of
After 20 years of absence, a lot of Vietnam and Indochina. The other projects, including a waste
Eastern European investors are organisation was established under treatment plant with the capacity of
returning to Vietnam to seek the mode of a limited company, 1,200-1,300 tonnes/day, and the
investment opportunities. called AHEAD-Indochina, financially Binh Duong Brewery Plant with the
In August 2008, Russia’s Mirax Group contributed to by trade development capacity of 200mil litres/year.
opened a representative office in and information technology firms. The return of Eastern European
Hanoi and announced big real estate Joining AHEAD-Indochina, a investors has surprised many people.
projects in Vietnam. representative of Hungary Import- However, Le Dao Nguyen, Deputy
The construction and real estate Export Bank said that the bank can General Director of BIDV, said that
group, which had the turnover of act as the financial support source the return was foreseen. The Czech
$1.3bil in 2007, plans to implement a and provide financial guarantee for Republic is a new member of the EU,
lot of luxury house and hotel projects projects in Vietnam. but it has a relatively high
in big cities like Hanoi and HCM City. Another member of the Eastern development level. The country has
Mirax’s first project in Vietnam, a European bloc, the Czech Republic, the population of 10mil, but its GDP
luxury hotel on the Cam Ranh surprised many Vietnamese is $200bil.
peninsula, Khanh Hoa province, was enterprises by committing investment Nguyen said that BIDV chose the
given an investment licence on capital of $2.5bil during the visit by Czech Republic as the site of a
August 8. The capital for the project the Czech Prime Minister to Vietnam representative trade office. This will
has not been revealed, but it is recently. be a joint-stock company, BIDV
believed to be tens of millions of The two biggest highways in Vietnam Europe Finance & Investment, with
dollars. are being executed with funds from the capital of $10mil. The institution,
Dmitri Lutsenko, representing Mirax loan agreements reached between once operational, will provide
Group, said that the opening of the Vietnamese banks and Czech financial services and act as an
representative office in Vietnam is the partners. The Bank for Investment intermediary to bridge Vietnamese
first step of the group in its plan to and Development of Vietnam and investors and the Czech market.
expand the group’s operation in Czech Export-Import Bank reached
Southeast Asia, which he says is now an agreement on a $720mil loan out (Source: Phuoc Ha)
drawing the attention of Russian of the total $1.2bil needed for the 80
citizens and the rest of the world. km Trung Luong – My Thuan – Can
Recently, leading Hungarian Tho Highway. The Hanoi – Hai Phong
enterprises joined forces to set up a Highway has also got funds of
representative organisation in $200mil from the Czech Republic.
Northwest calls for investment
The largest-ever investment promotion effort in the northwest region later this month is expected to draw 500
delegates from foreign embassies, foreign and domestic companies and international aid organisations.
The six provinces in the region, Lao Cai, Yen Bai, Phu Tho, Dien Bien, Lai Chau and Ha Giang, will advertise their
advantages and why they are ready for more domestic and foreign investment at a conference in Sa Pa Town, Lao
Cai province, on August 21.
Announcing this at a press conference in Hanoi on August 6, Lao Cai People’s Committee Vice Chairman Pham Van
Cuong said the project is part of the Planning and Investment Ministry’s investment promotion programme this
year.
Tran Bac Ha, chairman of the Bank for Investment and Development of Viet Nam (BIDV) and co-organiser of the
conference, said investment prospects in northwestern provinces are bright, despite the nation’s economic
difficulties…
(source: VNA)

PART 3: M & A OPPORTUNITIES
M&A-26: Calling for investment in a construction project

of apartment buildings combined with commercial centers
Location Front to Tan Hoa Dong road – District No 6 – Ho
Land area 2630 m2
Legal documents Available red book and project approval

Land use period Long-term
Project planning + Construction purposes: Apartment buildings

norms combined with commercial centers
+ Storey height: 18 storeys
+ Total floor area: 21.250m2
+ Construction density: 40%
+ Land use coefficient: 7.0 (Service commerce:
1.5 and apartments: 5.5 )
Features and + Work geological survey: Completed

current status + Design profile: waiting for approval
Total investment 150 billions

Demand of the Calling for investment, joint-venture co-
project developer operation or capital loan .
Capital mobilized 85 billions

by investment
invitation
ICE’s comment

M&A- 27: Calling for investment in a parking and combined services
construction project.
Location Cau giay, Ha Noi
Land area 13200 m2
Legal documents Completed and sufficient

Land use period 50 years
Project planning norms + Construction purposes: Parking and mixed
services
+ Storey height: Approval plants of upper storeys
+ 03 basements used for automatic parking
service and combined services. Possible to
asking for constructing more storeys.
+ Total floor area: 36000m2
+ Construction density: 45%
Features and current Land already surrounded by walls

status
Total investment 586 billions
Demand of the project Calling for investment or joint-venture co-

developer operation
Capital mobilized by $2100/m2

investment invitation
ICE’s comment
M&A -28: Calling for investment in manufacturing glass and crystal
Location Thanh Hoa

Workshop area 1200m2
Land use period Long-term
Features and current - A modern manufacturing line of high-class
status crystal is imported from Italy. (still in good
conditions)
+ Workshop: 1200m2
+ Office: >200m2 (constructed on an area of 1ha
in an industrial zone near Thanh Hoa city
- Transference methods: Transferring wholly or
shares of the company
Demand of the project Calling for investment
developer
Capital mobilized by 18.5 billions dong
investment invitation
ICE’s comment

M&A-29: Selling a company operating in interior decoration in with
available large showroom
Location Long Bien, Ha Noi
Trading interior decorative products

Business fields imported from Taiwan
Features and current status + Total land area: > 600m2, Total
area (stated on the contract): 510m2
+ House leasing contract for 5 years
(40 mill./month).
+ In normal operation
Enterprise financial status + Revenue
Harvest months: 900mill. – 1.5 bill.
Other months: > 100 mill.
Profits: >40%
Reasons for selling Business orientation change
Transference types Whole transference
Selling price Negotiable price
ICE’s comment
Ads here as sponsors

M&A-30: Selling the whole company operating in construction and
construction-related fields with 1400m2 land area in Hoa Binh
Location Hoa Binh
Business fields Construction and construction-related fields

1400m2,
Land area
Land legal documents Sufficient land legal documents and available
red book
Land use period 46 years
Features and current + Location: 40m front to a 8-meter-wide road,

status near residential areas, administrative offices,
etc.
+ 2-storey- head office with automobiles,
machines and other facilities.
+ Strategic location for constructing hotels,
commercial centers, supermarkets,
restaurants or apartment buildings, etc.
Enterprise financial Annual revenue: 5 billions dong.

status Debt of investors: 8 billions dong.
Bank debt of the company: 1 (one) billion
dong
Reasons for selling Business orientation change
Transference types 1. Calling for capital contribution for

constructing a combination of hotels and
commercial centers on the area of the
company head office or investment co-
operation in projects of new cities, commercial
centers and supermarkets in Luong Son, Hoa
Binh under the forms of merging or joint-
venture
2. Selling part of the company: Including
assets such as land use right, head office,
automobiles, machines, other facilities, legal
documents and trademark. Excluding the bank
loan of the company (about 1 billion dong).
Price: 10 billions dong.
3. Selling the whole company, including
assets, legal documents, bank loan and debts
of other investors. Price: 16 bill.
Selling price 10 - 16 billions dong
ICE’s comment


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Weekly issued to about 82.

Volunme ICE-06, Wednesday August 13th, 2008

PART 1: GLOBAL M&A MARKET

Top Global M&A Deals

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 1

PART 2: VIET NAM AND M&A MARKET

(source: ICE Collection)

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 3

(Source: VNA) (Source: companiesandmarkets)

Vietnam’s Investment Market

Disbursed FDI to hit $ 11bn

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 4

Northwest calls for investment

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 5

M&A-26: Calling for investment in a construction project

Location Front to Tan Hoa Dong road – District No 6 – Ho

Land area 2630 m2

Legal documents Available red book and project approval

Project planning + Construction purposes: Apartment buildings

Features and + Work geological survey: Completed

Total investment 150 billions

Capital mobilized 85 billions

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 6

Location Cau giay, Ha Noi

Land area 13200 m2

Legal documents Completed and sufficient

Features and current Land already surrounded by walls

Demand of the project Calling for investment or joint-venture co-

Capital mobilized by $2100/m2

M&A -28: Calling for investment in manufacturing glass and crystal

Location Thanh Hoa

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 7

Location Long Bien, Ha Noi

Trading interior decorative products

Reasons for selling Business orientation change

Transference types Whole transference

Selling price Negotiable price

Ads here as sponsors

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 8

Location Hoa Binh

Business fields Construction and construction-related fields

Features and current + Location: 40m front to a 8-meter-wide road,

Enterprise financial Annual revenue: 5 billions dong.

Reasons for selling Business orientation change

Transference types 1. Calling for capital contribution for

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 9

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ICE06-Mergers & Acquisitions NEWS

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