Mergers & Acquisitions Report: Vietnam 2011 Zurich, 22 January 2012
Executive Summary Mergers & Acquisitions activity (see Section 1) Mergers & Acquisitions with Vietnamese participation has increased in 2011 to hit a new record. While the number of deals has only slightly increased to 413 transactions (+7%), while the value has more than doubled to 4.7 bil. USD (+103%). National vs. Cross-border M&A (see Section 2) The majority of all transactions have been national transactions (77%). By value however especially foreign acquisitions in Vietnam played a major role (66%). The new record in Vietnamese M&A is due to a increase in the number of national combinations, while the number of foreign acquisitions in Vietnam has decreased. The new record in value of M&A is caused by an increase in value of national M&A as well as by foreign acquisitions in Vietnam. The most important foreign acquiror in Vietnam in both, number and value are companies from Japan. Industry (see Section 3) With respect to the number of transactions, the majority of M&A transactions took place in the industrials, consumer goods, and materials sector. By value of deals, transactions in the financial sector, media & entertainment and consumer goods ranked first. Top deals (Section 4) The biggest M&A deal in 2011 was a national transaction. All other deals in the top ten were done by foreign acquirors in Vietnam. 2
Content 1) M&A Activity in Vietnam 2) National and Cross-border M&A in Vietnam 3) M&A in Vietnam by Industry 4) Top Vietnames Deals 3
1) M&A ACTIVITY IN VIETNAM 4
Number Value (in mil. USD) Vietnamese M&A Activity in 2011 Number Value 400 350 300 250 200 150 100 50 0 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 Year 4'000 3'500 3'000 2'500 2'000 1'500 1'000 500 0 In 2011, there have been 413 transactions valued at 4.7 bil. USD with Vietnamese participation. The number of M&A have increased (+7%). Compared with the 2010, the value of deals has more than doubled (+103%) its highest level ever. Trend in Vietnamese M&A Number Value +7% +103% 5
Number (Vietnam) Number (Asia-Pacific) Value (Vietnam; in mil. USD) Value (Asia-Pacific; in bil. USD) Vietnames M&A Activity in 2011: Comparison with Asia-Pacific Vietnam Asia-Pacific Vietnam Asia-Pacific 400 350 300 250 200 150 100 50 0 14'000 12'000 10'000 8'000 6'000 4'000 2'000 0 4000.0 3500.0 3000.0 2500.0 2000.0 1500.0 1000.0 500.0 0.0 900 800 700 600 500 400 300 200 100 0 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 Year Year The number of transactions in Asia Pacific (see left figure) has decreased compared to 2010, while Vietnamese M&A has continued to increase. The value of transactions in Asia-Pacific (see right figure) has decreased as well, but value of Vietnamese transactions has drastically increased. Trend in Asia-Pacific M&A Number Value -9% -24% 6
Number Value (in mil. USD) Vietname M&A Activity: 2nd Half of 2012 Number Value 250 200 150 100 50 2'500 2'000 1'500 1'000 500 0 H1-2011 H1-2010 H1-2009 H1-2008 H1-2007 H1-2006 H1-2005 H1-2004 H1-2003 H1-2002 H1-2001 H1-2000 In the second half of 2011, there have been 165 transactions valued at 2.0 bil. USD with Vietnamese participation. While the value of M&A has increased compared to the 2nd half of 2010 and the first half of 2011, the number however has decreased. Half Year Trend in Vietnamese M&A compared to Number Value - 2010-8.8% +104.8% H1-2011 -21.8% +16.8% 0 7
Number Value (in mil. USD) Vietnamese M&A Activity: Q4, 2011 Number Value 140 120 100 80 60 40 20 0 Q4 Q3 Q2 Q1-2011 Q4 Q3 Q2 Q1-2010 Q4 Q3 Q2 Q1-2009 Q4 Q3 Q2 Q1-2008 Q4 Q3 Q2 Q1-2007 Q4 Q3 Q2 Q1-2006 Quarter 1'600 1'400 1'200 1'000 800 600 400 200 0 In the fourth quarter of 2011, there have been 85 transactions valued at 842 mil. USD with Vietnamese participation. The number of M&A compared to the 3rd quarter of 2011 has increased slightly, but is below the 4th quarter of 2010. The value has decreased compared to the quarter before, but increased over the 4th quarter 2010. Trend in Vietnamese M&A compared to Number Value 2010 - Q4-8.6% +87.4% 2011 - Q3 +6.3% -27.4% 8
2) NATIONAL AND CROSS-BORDER M&A ACTIVITY IN VIETNAM 9
Vietnamese M&A Deals 2011: National vs. Crossborder By number By value 1% 22% 77% 66% 34% 0% National Outbound Inbound National Outbound Inbound The majority of all transactions in 2011 have been national transactions (see figure on the left side). By value (see right) however especially foreign acquisitions in Vietnam played a major role, contributing two thirds to the total value. 17 January 2011 (C) 2011 IMAA 10
Number Value National Vietnamese M&A Deals, 2000-2011 Share of Vietnamese national deals in total M&A activity Number Value 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2000 2001 2002 2003 2004 2005 2006 Half Year 2007 2008 2009 2010 2011 60% 50% 40% 30% 20% 10% 0% In 2011, there have been 290 national transactions valued at 1.2 bil USD - the highest number ever. The share of national M&A in total Vietnamese M&A has increased to 77% (a new record) and the share of value has decreased to roughly one third (34%). National combinations in Vietnam have played a significant role in 2011. 11
Acquisitions by foreign companies in Vietnam in 2011 by countries Top 10 By numbers Rank Country Number of deals Value of deals (in mil. USD) 1 Japan 19 596 2 Singapore 10 54 3 South Korea 9 461 4 United States 5 259 5 Netherlands 3 502 6 Thailand 2 208 7 Germany 2 110 8 India 2 64 9 Australia 2 55 10 Hong Kong 2 25 Top 10 By value Rank Country Value of deals (in mil. USD) Number 1 Japan 596 19 2 Netherlands 502 3 3 South Korea 461 9 4 United States 259 5 5 Thailand 208 2 6 Germany 110 2 7 Denmark 86 1 8 India 64 2 9 Australia 55 2 10 Singapore 54 10 17 January 2011 (C) 2011 IMAA 12
3) M&A IN VIETNAM BY INDUSTRY 22 January 2012 (C) 2012 IMAA 13
Vietnamese Transactions by Industry in 2011 By number By value Industrials Financials 11% 6% 7% 8% 10% 16% 24% 18% Consumer Staples, Products and Services Materials Financials 8% 5% 7% 5% 15% 16% 24% 20% Media and Entertainment Consumer Staples, Products and Services Telecommunications Real Estate Energy and Power With respect to the number of transactions, the majority of M&A transactions took place in the industrials, consumer goods, and materials sector. By value of deals, transactions in the financial sector, media & entertainment and consumer goods ranked first. 14
4) TOP VIETNAMESE M&A DEALS 15
Vietnamese Top Deals 2011 Rank Target Company Target Country Acquiror Company Acquiror Country Value (in mil. USD) Status 1 Vinpearl JSC Vietnam Vincom JSC Vietnam 649 Completed 2 Vietcombank Vietnam Mizuho Corporate Bank Ltd Japan 567 Completed 3 GTEL Mobile JSC Vietnam VimpelCom Ltd Netherlands 502 Pending 4 Diana JSC Vietnam Uni-Charm (Thailand) Co Ltd Thailand 187 Completed 5 Masan Consumer Corp Vietnam Kohlberg Kravis Roberts & Co US 159 Completed 6 AES-VCM Mong Duong Power Co Vietnam PSC Energy Global Co Ltd South Korea 153 Pending 7 Thao Dien Investment JSC Vietnam Lotte Asset Development Co Ltd South Korea 151 Completed 8 Masan Resources Corp Vietnam Mount Kellet Capital Mgt LP US 100 Completed 9 PVI Holdings Vietnam HDI-Gerling Industrie AG Germany 92 Completed 10 Hue Brewery Ltd Vietnam Carlsberg Breweries A/S Denmark 86 Completed 16
Appendix Unless otherwise stated: All sources of data have been: Thomson Financial, Institute of Mergers, Acquisitions and Alliances (IMAA) analysis. Deals analyzed have been "announced" which is the standard of analysis for most reports. Announced means that we have included deals with the status: Completed, Unconditional, Intended, Pending Due to Regulatory Reasons, and Pending, Partially Completed, Status Unknown, and Withdrawn. This explicitly excludes the deals with the status: Seeking Buyer, Rumor, Discontinued Rumor, and Seeking Buyer. 17
Contact Institute of Mergers, Acquisitions and Alliances (IMAA) Kummer & Company AG Webster University Olgastrasse 10 Berchtoldgasse 1 8024 Zurich 1220 Vienna Switzerland Austria Phone +43 1 2699293-54 Phone +41 44 586 75 99 Fax +41 44 5002864 Fax +41 44 575 31 09 E-Mail info@imaa-institute.org E-Mail info@kummerco.com Homepage www.imaa-institute.org Homepage www.kummerco.com President: Prof. Dr. Christopher Kummer kummer@imaa-institute.org 18