ICE22-Mergers & Acquisitions NEWS

Vietnam
International Investment Connection and Enterprises Trading., JSC Weekly issued by ICE – M&A via email and website &
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Weekly issued to about 82.000 emails of investors, managers, and investment organizations & groups in Vietnam or overseas
Volunme ICE-22, Tuesday December 16th, 2008

Mergers and Acquisitions in Knowledge Enterprises (Part 4)
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 4)
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

Vietnam M&A News-Letter – Copyright © 2008 ICE –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 this News-
Letter via e-mail. All right reserved. Tel:+84-43-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A-77: Sell Agricultural Processing Product plant in Buon Ma Thuot – Daklak City
Location Buon Ma Thuot – Dak lak City

Business field Buying and processing coffee and agricultural products.
Started year 2007
Chartered capital 7.000.000.000 VND
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 Dak Lak 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
Legal status Completed
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
Pepsi CEO sees no new U.S. PepsiCo Inc has enough new soft drinks in its development pipeline so
beverage acquisitions that it is unlikely to make any North American soft drink acquisitions in
the current economy, its chief executive said on Monday.
( Source: Reuters)
"I would like us to not make any more North American beverage acquisitions,"
CEO Indra Nooyi said at a beverage industry conference in New York.
Since PepsiCo has significantly stepped up its research and development budget
for 2009 and beyond, it is likely to be able to produce any type of drink on its
own that would be worth acquiring, she said.
"We have a great lineup of products ... I don't believe there is a product for
which the R&D guys don't have a fabulous solution on the shelf, which I've
tasted," she told reporters on the event's sidelines.
By developing products in-house, Nooyi said the company can incubate the
brand and increase its distribution slowly and steadily. It can also save money,
she said.
"I'll tell you, there are very few big acquisitions that really pay off in a significant
way," Nooyi said.
Some categories that could see growth ahead include sports drinks, enhanced
water drinks, and drinks for baby boomers, Nooyi said.
In addition to soft drinks including Gatorade sports drink and Tropicana juice,
PepsiCo also owns Frito-Lay snacks and Quaker Oats. Nooyi said if the right
North American snack company "came along," she might consider it.
New Goldcorp CEO to look at Goldcorp's incoming chief executive, Charles Jeannes, said on Friday
M&A, no stock issues the gold producer will focus on its key development projects and could
make acquisitions, but will not issue stock or take on debt.
Speaking in an interview after the company announced he will take over from
current CEO Kevin McArthur in the new year, Jeannes said not to expect any
changes in the company's strategic direction.
( Source: Reuters)
"We've always been a company that has grown by both a combination of organic
growth and exploration at our site and smart acquisitions, and we'll continue to
look for those acquisitions," he said. (Reporting by Cameron French; editing by
Peter Galloway)

Top Global M&A Deals

Target Acquiror Value ($M)
Itinere Infraestructuras SA Citi Infrastructure Partners LP 10,013.6
Constellation Energy Nuclear EDF Development Inc 4,500.0

Group LLC
Metrovacesa SA Consortium led by Banco Santander and 2,764.0

Banesto and BBVA and Banco Popular and
Banco de Sabadell and Caja Madrid
PowerSeraya Ltd Sabre Energy Industries Pte Ltd 2,353.4
Mentor Corp Johnson & Johnson 1,122.6
Aer Lingus Group Plc Coinside Ltd 666.1
Canary Wharf Group PLC Brookfield Europe LP 658.0
Northbridge Financial Corp Fairfax Financial Holdings Ltd 555.5
Westlink Motorway Ltd Western Sydney Road Group 527.3
Chevy Chase Bank FSB Capital One Financial Corp 525.9
Top Industries: Global M&A

Industry No. of Deals Value ($M)
Grand Total 8,543 524,988.0
Financials 1,625 239,215.0
Industrials 1,948 84,812.9
Utilities 270 37,951.4
Energy 346 33,429.4
Non-Cyclical Consumer 661 26,704.1

Goods / Services
Basic Materials 823 24,454.3
Telecommunications Services 163 24,056.2
Technology 898 21,295.0
Healthcare 472 17,572.9
(Source: Reuters)
PART 3: VIETNAM AND M&A TENDENCY- Merger & Acquisition in knowledge Enterprises (Part 4)
Vietnam Economy
WB lowers Vietnam growth Vietnam is forecast to post economic growth of 6.5% in both 2008
forecast, points out economic and 2009, lower than earlier predictions, the World Bank said in its
resilience semi-annual report released Wednesday.
In April, the WB forecast 8% growth for the Southeast Asian country this year
and 8.5% next year.
But the international lender’s latest report is more optimistic than the
International Monetary Fund’s recent forecast of 5% for next year.
For this year, the WB report predicted 6.7% growth for Cambodia, 6.0% for
Indonesia, 7.0% for Laos, 5.5% for Malaysia, 4.0% for the Philippines, and
4.6% for Thailand.
The document wrote that Vietnam’s performance in 2008 demonstrated the

resilience of its economy. “After three years of real GDP growth above 8
percent, the pace of economic expansion slowed in the first 10 months of
2008, largely reflecting the impact of the authorities’ stabilization package.”
The WB said inflows of foreign direct investment have remained robust so far.
FDI approvals for the first 10 months of 2008 reached a record level of
US$59.3 billion, equivalent to about two-thirds of GDP. Disbursements in 2008
are forecast to amount to about $11 billion, up from $8.1 billion in 2007.
The current account deficit has begun to decline after surging sharply in the
first half of 2008, reflecting slowing import growth because of the authorities’
austerity measures and robust export growth, the report wrote. For the year as
a whole, however, the current account deficit is still likely to widen from 10
percent in 2007 to 13 percent of GDP in 2008 before declining in 2009.
The report said the Vietnamese government is currently preparing a stimulus

package to face the global downturn.
The package is organized around five groups of measures: promoting

production and exports, supporting consumption and investment, further
loosening the financial and monetary stance, reducing poverty and providing
social welfare, and strengthen public sector management at all levels.
“The fiscal implications of this package are still unclear, but an increase in
expenditures can be anticipated. Current discussions set the additional level of
expenditures at around one billion dollars, or roughly one percent of 2008
GDP,” the WB report wrote.

Vietnam Investment Market
Vietnam, Poland to prioritise Deputy Prime Minister Nguyen Thien Nhan and his Polish
maritime cooperation counterpart, W. Pawlak agreed that Vietnam and Poland should give
priority to projects on shipbuilding, including training personnel in
this industry and opening a maritime school in Vietnam.
( Source: VNA) The two deputy PMs also held that both countries should carry out negotiations
discussing detailed conditions regarding the efficient use of Poland’s credits
worth hundreds of millions of USD for Vietnam.
The deputy PMs shared their same views that economic and trade ties
between Vietnam and Poland have witnessed a dynamic development over
recent years.
This year’s bilateral trade is expected to surpass 500 million USD, fulfilling the
target set for 2010 by the two PMs during PM Nguyen Tan Dung’s visit to
Poland in late 2007.
They also said that more focus should be placed on the sectors of traditional
cooperation, such as scientific research, relic restoration, mining and
environmental protection.
While in Poland to attend the 14 th United Nations Conference on Climate

Change in Poznan between Dec. 9-14, deputy PM Nguyen Thien Nhan visited
the Poznan University, the sole university in Poland offers Vietnamese
language training.
The deputy PM also met with nearly 100 representatives of the Vietnamese
community in Poland, which numbers nearly 30,000.
Deputy PM Nhan wrapped up his visit to Poland on Dec. 14.
US firms seek Vietnam US’s fifth largest pizza chain, Round Table, and two other restaurant
franchises chains, The Melting Plot and Carl’s Jr. began looking for Vietnamese
franchise partners December 11.
The US restaurants are looking for businesses to invest between VND5-85bn

($300,000-5,000,000).
( Source: SGGP) Round Table Pizza owns 500 restaurants and The Melting Pot has developed
over 130 fondue restaurants in US.
Carl’s Jr. specializes in fast food, including hamburgers and sandwiches.
Two other US companies in the fields of information technology and children

toys are also in the country looking for business partners.

Hungarian ambassador views Vietnam, as a new emerging market, will be a logical choice for
Vietnam as good choice for Hungarian investors and traders in the context of global economic
investors downturn.
Hungarian Ambassador to Vietnam, Vizi Laszlo, made the affirmation at a

meeting in Hanoi on December 15 with local reporters, Vietnamese
Ambassador to Hungary Nguyen Quoc Dung and representatives of Hungarian
businesses in Vietnam.
Ambassador Vizi Laszlo said Hungarian businesses wish to increase their

pharmaceutical and farm products in Vietnam while establishing bilateral co-
operation in the fields of tourism, science and technology, mechanical
engineering, water and waste treatment, and environmental protection.
He recalled the Indochina conference held in Budapest last November, saying
it revealed a great potential untapped in the two countries’ relationship.
In 2007, the two countries’ two-way trade reached US$85 million, up 58
percent compared to 2006.
Bac Ninh lures foreign Northern Bac Ninh Province has so far this year granted investment
investment licences to 61 foreign direct investment projects worth a total of
US$1.34 billion, a record-setting number for the province.
"We now have many priority policies to attract investors. We encourage

investors to pour capital into industries which bring high value and not affect
environment," said Nguyen Quang Thanh, head of the foreign trade sector
under the provincial Department of Planning and Investment.
The province has attracted an increasing number of FDI projects with an

increasing amount of investment capital over the last few years. In 2007, the
province attracted 28 projects which all cost $530 million. The number in 2006
was 27 projects with investment capital of only $219 million, according to a
report from the department.
Since 2006 to the middle of this year, the province’s industrial zones have
attracted 123 FDI projects with total capital of $1.8 billion.
Outside the zones, the province attracted 28 FDI projects.
During this time, about 12 branches and offices of domestic and foreign
companies have been opened in the province.
Bac Ninh can now afford to construct new industrial areas. This year alone,
three industrial zones including Viet Nam Singapore Industrial Park (VSIP), IGS
and Que Vo 2 were constructed. Infrastructure has been upgraded to meet the
needs of the new complexes. Next year, there are plans to build two additional
industrial zones.
Some measures taken to reach this new investment record in the province
include various promotional activities, as well as streamlined administrative
procedures and better policies, according to Thanh.

VIETNAM AND M & A TENDENCY
Re-insurer acquisition called Swiss Re’s 79 million USD acquisition of a 25-percent stake in the
‘Best Vietnam Deal 2008’ Vietnam National Reinsurance Corporation (VinaRe) has been
named Best Vietnam Deal for 2008 by Finance Asia, a Hong Kong-
based publication that presents achievement awards for the region
each year.
( Source: VNA) The awards, known worldwide, recognize ‘deals’ as including equity offerings,
mergers and acquisitions or a bond issue on Asian stock market.
The Swiss Re acquisition was notable as the first major strategic investment
by a global player in Vietnam’s reinsurance sector, the magazine said.
“Swiss Re, a global reinsurer operating in 25 countries, had already had a
business relationship with VinaRe for more than a decade, but with the
investment that relationship expanded to include Swiss Re offering the
Vietnamese company technical assistance across all its businesses, with a
focus on further enhancing its reinsurance capabilities,” wrote the magazine.
According to Finance Asia, the deal also helped solidify Credit Suisse’s position
as the leading investment bank in Vietnam.
The magazine also noted the participation of the legal advisors to the deal,
which included local firm Vision Law and foreign law firm Russin & Vecchi.
Recognition as part of the Best Vietnam Deal 2008 should also help promote
the domestic reinsurance market to overseas investors, VinaRe said on its
website.
In addition to the Swiss Re-VinaRe deal in Vietnam, the magazine also
recognised Chinalco’s 14 billion USD acquisition in Rio Tinto in China,
Estisalat’s 900 million USD acquisition in Swan Telecom in India , and
Petronas’ 2.5 billion USD acquisition in the Gladstone LNG project in Malaysia.
Mekong Capital Sells Saigon Vietnam-based private equity firm Mekong Capital has sold Saigon
Gas Holdings Gas Holdings to gas and oil giant Total. Saigon Gas is an LPG
distribution company in Viet Nam which provides bulk LPG to
industrial customers.
The Mekong Enterprise Fund invested in August 2005 and since then Saigon
Gas’s revenues have grown by 176%, according to the firm.
Chris Freund, managing partner of Mekong Capital, said ‘We are very pleased
by the sale of Saigon Gas to a strategic investor who will continue to expand
the business. This transaction also demonstrates that multinational companies
continue to be interested to expand their presence in Vietnam, including
through M&A transactions. We acknowledge Total for their strong execution
capability and for their professionalism, and we believe that Saigon Gas is in
good hands.’
The $18.5m Mekong Enterprise Fund is a private equity fund focusing on
investments in private Vietnamese businesses. The fund was launched in 2002
and has invested in ten private companies.
In early 2009, Mekong Capital plans to launch the Mekong Enterprise Fund
III. (AltAssets)
Mergers and Acquisitions in Knowledge Enterprises (Part 4)
Perceptions
The second piece of the puzzle is perception. Prior to any M&A, employees carry strong perceptions of their
acquisition partner, including views regarding market image and the competitive history that existed between the
two organizations prior to the acquisition announcement. These strong perceptions have a great deal of influence
on all phases of an acquisition, as well as the effective transfer of knowledge and promotion of corporate
entrepreneurship after an acquisition.
The M&A process is typically split into three phases, pre-combination, combination, and post-combination. Our
research has shown that employee perceptions in the pre-combination phase, while both organizations are still in
discussion, affect the ability of these same employees to accept and “make sense” of the M&A during integration or
the combination phase. Although the pre-combination phase of an acquisition typically only involves senior
managers, most employees have already developed perceptions of the other company. These perceptions can be
quite detailed and complex as employees may have knowledge about the other company through direct competitive
experience, industry analysts, the popular press, and even friends and colleagues who have work experience with
the partner.
After negotiations are complete and the company begins the integration process, employee perceptions play a key
role in process effectiveness. If employees from both companies carry positive perceptions of the other company in
regards to competitive history and general market image, it is much easier for them to understand the reason for
the merger and recognize the benefits that the combination will bring. If employees from one or both companies
carry negative perceptions going into the combination phase, it can have a devastating effect on management
efforts to effectively integrate both companies. Employees with negative perceptions will have difficulty making
sense of the merger and recognizing its benefits.
Positive or negative perceptions of the merger, as well as the ability to make sense of the merger itself, can affect
the willingness of employees to pursue behaviors that fuel corporate entrepreneurship. These behaviors include
building relationships, sharing knowledge and information, and leveraging resources with organizational members
from the acquisition partner.
The sharing of knowledge and information, especially in technology driven mergers, is a critical part of success.
Knowledge transfer occurs throughout all three phases of a merger and is often driven by so-called “Knowledge
Transfer Individuals” mentioned above. These individuals are a key part of the integration process and exhibit the
boundary-spanning, entrepreneurial behavior that is a key factor for successful knowledge transfer. KTI’s have the
ability to influence perceptions in the pre-combination phase. Their ability to understand and make sense of the
merger from a strategic perspective, along with their ability to think beyond the direct scope of their job, allows
them to make sense of the merger and move quickly to acceptance and involvement. This acceptance and
involvement leads to actions in the post-combination phase that will help drive corporate entrepreneurship…
(ICE: Collection)


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Vietnam

Volunme ICE-22, Tuesday December 16th, 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

Location Buon Ma Thuot – Dak lak City

Total area 10,767 hectare

General information Owns:

Transfer type Total transfer

Transfer price 15 billion VND

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 3

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 4

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 5

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 6

PART 2: GLOBAL MARKET M&A

SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 7

Top Global M&A Deals

Itinere Infraestructuras SA Citi Infrastructure Partners LP 10,013.6

Constellation Energy Nuclear EDF Development Inc 4,500.0

Metrovacesa SA Consortium led by Banco Santander and 2,764.0

PowerSeraya Ltd Sabre Energy Industries Pte Ltd 2,353.4

Mentor Corp Johnson & Johnson 1,122.6

Aer Lingus Group Plc Coinside Ltd 666.1

Canary Wharf Group PLC Brookfield Europe LP 658.0

Northbridge Financial Corp Fairfax Financial Holdings Ltd 555.5

Westlink Motorway Ltd Western Sydney Road Group 527.3

Chevy Chase Bank FSB Capital One Financial Corp 525.9

Top Industries: Global M&A

Grand Total 8,543 524,988.0

Financials 1,625 239,215.0

Industrials 1,948 84,812.9

ICE22-Mergers & Acquisitions NEWS

ICE22-Mergers & Acquisitions NEWS