Practice Area and Credentials

M&A, Corporate and Capital Markets

Asia Counsel is known for applying an innovative and hands-on approach to corporate and M&A transactions as well as for providing simple solutions to complex structures. The Corporate and M&A has a deep familiarity with Vietnam’s evolving legal system and deal practices, which allows it to provide the most relevant advice and practical solutions to clients regardless of the industry or deal size.

As international lawyers with more than a decade of experience in Vietnam, Asia Counsel’s corporate, M&A and capital markets practice excels in providing tailored advice for a wide range of international and local clients. We specialise in investment structuring, term sheet / NDA drafting and negotiations, legal due diligence (buy-side and sell-side support), share sale and purchase agreements and shareholder agreements / joint ventures, as well as closing support and assistance with conditions precedents, and post-closing assistance. Our lawyers have successfully closed numerous transactions in Vietnam, acting for international and local buyers and vendors in M&A transactions.

Our scope of work includes advising:
  • Kim Healthcare Corporation Group on its USD24 million series B financing round from ABC World, a Temasek backed fund.
  • JWD Infologistics Public Company, a listed Thai logistics company on its acquisition of a 24% stake in Transimex Corporation, a listed logistics company on the Ho Chi Minh City Stock Exchange.
  • Probus Opportunities on its investment in VietMoney.
  • Cerberus Capital on the Vietnam aspect of its acquisition of National Dentex.
  • Fonos, an app for Vietnamese language audio books, on their Series Seed.
  • Wavemaker Partners on its investment in e-commerce site, Foodmap Vietnam.
  • Papaya Insurtech on its series seed round.
  • G Group and G Payment Joint Stock Company on their Series A investment by KB Securities.
  • Tam Tri Medical Joint Stock Company, a hospital chain, on its USD25 million investment from VinaCapital Opportunity Fund.
  • Rang Dong Plastics on the sale of 20% of the equity interest in its subsidiary to Sojitz Pla-Net Corporation and the associated joint venture documentation.
  • Mobile World Group on the legal due diligence of Tran Anh Group, an electronic retailer in northern Vietnam.
  • Ngu A Chau shareholders on the sale of 97% of their interest to Takara Belmont
  • XL Entertainment on the establishment of the Vietnam Basketball Association.
  • The shareholders of Togico to sell all their shares to Kato Sangyo Co. Ltd., one of Japan largest food distributors.
  • LeFlair, an online fashion retail platform, on its series A and series B financing.
  • Pharmacity on its financing and store expansion. Pharmacity has over 100 drug store outlets.
  • The shareholders of a ready-to-eat meal manufacturer in Vietnam on the merger with a leading catering enterprise in Vietnam.
  • The shareholders of a joint venture securities company on the divestment of their shares.
  • The investor in a USD30 million garment manufacturing planton the establishment of its Vietnam manufacturing operation.
  • European mobile operator on its proposed USD300 million investment in Viettel.
  • private equity fund on its proposed USD250 million investment in a Vietnamese 3G network operator.
  • Pernod Ricard on the divestiture of a joint venture interest in Vietnam.
  • The buyer in the acquisition of a minority interest in a Vietnamese import and trading company.
  • The buyer on the acquisition of a German manufacturer and wholesaler of baked consumer goods.
  • VimpelCom on its USD500 million investment in GTEL Mobile Joint Stock Company.
  • Mitsui on the acquisition of a minority interest in a State-owned paint manufacturer undergoing equitization.
  • The seller on the investment by Prudential Fund Management Co Ltd in a domestic animal feed processor, including convertible loan arrangements.
  • The buyer on its acquisition of shares in the Vietnamese developer and operator of an online platform for the distribution of mobile applications.
  • The buyer on its acquisition of a 70% interest in a Malta-based online horse race betting platform.
  • The lenders on the financing of the acquisition of two international schools in Vietnam by a leading international education services provider.
  • Global Emerging Markets, a hedge fund, on the subscription / private placement agreements in relation 5 Vietnamese companies with an aggregate value exceeding USD100 million.
  • Togico shareholders on the sale of all their shares to Kato Sangyo Company Limited, one of the largest Japanese food wholesale distributors.
  • HD Bank on the sale of its 49% interest in HD Finance.
  • Talanx, a German insurer on its 31% acquisition of PVI Holdings.
  • Insurance Australia Group, on its majority acquisition of AAA Assurance Corporation.
  • Daibiru on the acquisition of the Cornerstone Building in Hanoi from Vietnam International Bank.
  • Yello Mobile, on its acquisition of Websosanh and Cleverads.
  • Global Emerging Markets, a hedge fund, on the subscription / private placement agreements in relation 5 Vietnamese companies with an aggregate value exceeding USD100 million.
  • A leading education technology provider on its Series C round.
  • Great Eastern Life on the establishment of a 100% foreign- owned insurance company in Vietnam.
  • Mitsui on the acquisition of a minority interest in a State- owned paint manufacturer undergoing equitisation.
  • OCBC Bank on its acquisition of a 10%-interest in VP Bank.