In Vietnam, understanding the various M&A forms is crucial for navigating the complexities of mergers and acquisitions. The main M&A forms in Vietnam include share purchases, asset acquisitions, mergers, and consolidations. Each form has distinct benefits and drawbacks that can impact the success of the transaction
Share/Equity Purchase: Investors acquire a portion or all of the shares/equity in the target company.
Advantages:
- Simpler and Faster Procedure: The process is straightforward and quick.
- Maintains Target Company’s Structure and Operations: The organizational structure and operations of the target company remain intact.
- Indirect Ownership of All Assets: Investors gain indirect ownership of all the target company’s assets, including permits, governmental approvals, and intangible assets.
- Tax Savings: If the transaction is executed through new share issuance, investors may avoid capital gains tax.
Disadvantages:
- Inheritance of Liabilities and Risks: Investors inherit all debts and potential risks associated with the target company.
- Control Issues: There may be difficulties in controlling the company if a majority share is not held.
Asset Purchase: Investors acquire a portion or all of the assets of the target company.
Advantages:
- Selective Acquisition of Assets: Investors can choose specific assets, reducing risk.
- Reduced Legal Liability Risk: Investors mitigate the risk of inheriting legal liabilities.
- Financial and Strategic Flexibility: Provides more flexibility in terms of financial and strategic planning.
Disadvantages:
- Complex and Time-Consuming Transfer Procedures: Transferring ownership of assets such as project rights, real estate, and intellectual property can be complex and time-consuming, potentially disrupting business operations.
- Permit Reacquisition: Investors may need to reapply for permits and approvals related to the purchased assets, increasing costs and time.
- Additional Tax Costs: There may be extra tax costs associated with the asset purchase.
- Multiple Contracts: Requires negotiating and signing multiple individual contracts.
Mergers: One or more companies (referred to as the merging companies) are merged into another company (the surviving company) by transferring all assets, rights, obligations, and legal interests to the surviving company, while the merging companies cease to exist.
Advantages:
- Utilization of Combined Strengths: Leverages the strengths of both (or multiple) companies.
- Increased Market Power and Competitiveness: Enhances market strength and competitive capability.
- Cost Savings through Resource Optimization: Reduces costs by optimizing resources.
Disadvantages:
- Complex and Time-Consuming Process: The merger process is complicated and time-consuming.
- Cultural Integration Challenges: There may be difficulties integrating company cultures.
- High Legal and Organizational Costs: Significant legal and organizational expenses are involved.
Consolidation: Two or more companies (referred to as the consolidating companies) consolidate into a new company (the consolidated company), with the consolidating companies ceasing to exist.
Advantages:
- Enhanced Market Power and Competitiveness: Increases market strength and competitive edge.
- Opportunity to Rebuild Organizational Structure and Culture: Allows for restructuring and cultural integration.
- Resource Optimization and Cost Reduction: Optimizes resources and reduces operational costs.
Disadvantages:
- Complex, Time-Consuming, and Costly Process: The consolidation process is complex, time-consuming, and expensive.
- High Risk of Cultural and Management Integration Issues: Challenges in merging company cultures and management.
- Potential Customer and Partner Retention Issues: Difficulty in maintaining relationships with customers and partners from both companies.
- Harley Miller Law Firm “HMLF”
- Address: 14th floor, HM Town Building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.
- Phone: +84 937215585
- Website: hmlf.vn
- Email: miller@hmlf.vn
