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Mergers and Acquisitions – Counterattack Strategy

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Mergers and acquisitions – a strategy called a poison pill

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Holding Company model – inevitable trend

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Experience in mergers and acquisitions of businesses in some countries around the world

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Retainer for Legal Services – Legal fulcrum for businesses

Major deals of HTH & Partners


Due to confidentiality constraints, we are unable to disclose detailed information regarding our transactions. Therefore, we provide only a brief overview of the deals in which our lawyers have represented clients.

Below are some notable transactions we have handled:

  • Acting as lead and Vietnam counsel in relation to the proposed joint venture investment by investment fund in a USD3 billion LNG-fired power generation facility to be located in the south of Vietnam. The project also involves the development of the infrastructure necessary to pipe the LNG from its source in Vietnamese waters to the inland power generation facility.
  • .Acting for international insurtech company in relation to its proposed acquisition of an 80% shareholding stake in a major Vietnam-domiciled non-life insurance company.
  • Acting for a Japanese multi-industry based in Tokyo on their proposed entry into a large-scale joint venture with a Vietnamese partner, in the logistics and warehousing sector.
  • Acting as lead and Vietnamese counsel to a leading European energy company in relation to its proposed acquisition of 100% of the share capital of a solar.
  • Providing comprehensive Vietnam law advice and prepared documents for international supply chain solutions provider to acquire 49% of the issued shares of its affiliate in Vietnam from a Vietnamese shareholder too become a sole owner of its affiliate in Vietnam.
  • Advising an leading education business in relation to acquiring a tertiary education institution in Danang City, Vietnam, including conducting detailed legal due diligence investigations in relation to the target company and its assets and advised our client in relation the merger control notification obligations that would apply in relation to the proposed transaction.
  • Acting for a Japanese multi-industry based in Tokyo to provide it with comprehensively detailed structuring and project implementation advice in relation to its entry into a joint venture project with three listed companies.
  • Acting as lead counsel for a Thai national petroleum exploration and production company in relation to its acquisition of the entire issued share capital of two project developer companies which own and operate two large-scale solar power generation projects in Vietnam.
  • Acting as Vietnam counsel for an ASEAN regional acquisition transaction, in relation to a group of target companies which operate a digital healthcare and related services platform. The consortium of investment funds for which we acted ultimately completed their USD27,000,000 Series B investment into the target group.
  • Acting as Vietnam counsel for this Asia-Pacific focused VC fund in relation to its propose Series A and Series B investment in a Vietnam-domiciled target company.
  • Acting as Vietnam counsel in relation to the Vietnam aspects of a proposed acquisition by a large multinational conglomerate, headquartered in the Netherlands, being a leading worldwide player in livestock feed, healthcare, and safety, in addition to development of livestock feed additives and food analysis.
  • Acting for a large US-listed global education company in relation to its proposed acquisition of a group of companies which (among other things) owns and operates a major primary and secondary international school in Ho Chi Minh City, Vietnam.
  • Acting for a subsidiary of a global multinational risk management, insurance brokerage and advisory company in the divestment of the entire issued share capital of a Vietnam-domiciled company which operates in the insurance administration sector in Vietnam.
  • Acting for an American international chain of convenience stores in relation to its subscription for a strategic equity stake in its master franchisee in Vietnam, by way of a private placement share subscription and issuance transaction.
  • Acting as key Vietnam counsel for the developer of Vietnam’s largest and most high-profile casino, hotel, leisure, golf, retail, and residential development (total investment project value US$4 billion), located in Quang Nam Province.
  • Acting for the largest privately held spirits company in the world in relation to its acquisition from an existing foreign shareholder of a 45% shareholding in an unlisted Vietnam-domiciled public company operating in producing and distributing alcoholic beverages.
  • Acting for a large Hong Kong energy company on its acquisition of the remaining 30% shares in the target company to become the sole owner.
  • Acting for an American international chain of convenience stores in relation to its subscription for a strategic equity stake in its master franchisee in Vietnam, by way of a private placement share subscription and issuance transaction.
  • Acting for an Australian leading travel company in relation to its divestment of a majority stake in one of the largest travel company in Vietnam.
  • Acting as Vietnam counsel to a German multinational automotive corporation in relation to a major re-structuring of the corporate and business presence and operations of the business in Vietnam.
  • Acting for an international energy company in relation to the potential acquisition of two solar renewable projects Binh Phuoc province, Vietnam with the capacity of 200MW and 50MW.
  • Acting as lead and Vietnam counsel to a major toy production company in relation to acquiring land and setting up its construction material manufacturing factory in Vietnam.
  • Acting for a major Chinese investment holding company in relation to its acquisition and investment for the financing, construction and operation of a portfolio of five water supply projects in Vietnam.
  • Acting for a leading Chinese multinational technology company relating to its acquisition of Series D Preferred Shares in two of the leading services providers in mobile payments, channel promotion for mobile games and operation of vending machines in Southeast Asia.
  • Acting for a large US-listed global education company in relation to the Vietnam aspects of the divestment of a portfolio of their schools in several countries, including Vietnam.
  • Acting as Vietnam counsel to advise and assist a major logistic and temperature-controlled storage network company in all aspects of its divestment of the entirety of its shareholding stake(s) in its Australia subsidiary.
  • Acting as Vietnam counsel in relation to the acquisition transaction and the merger transaction between two global leaders in insurance broking and risk management, specifically on all of the Vietnam law and procedure aspects of this major and very high value international transaction.
  • We are acting for a large US-listed global education company with respect to its potential acquisition of the higher education business of the American University in Vietnam.
  • Acting for a leading global technology company in connection with the divestment of its global solar inverter business, which will be acquired by a major Italian energy company.
  • Acting on the buy-side in a 100% share acquisition of two leading companies in the non-ferrous metal (copper, aluminum, plastic) and electric wire and cable business in Vietnam by one of the biggest Thai investor (this deal was one of the top 4 Best Investment and M&A Deals of the Year 2019-2020).
  • Acting as lead and Vietnam counsel for the seller in relation to its divestment of the entire issued share capital of a BVI-domiciled holding company in relation to the development of a major commercial, residential, and leisure development in Khanh Hoa Province, Vietnam.
  • Advising a leading Japanese convenience store franchise chain in a major restructuring of its entire corporate group, including its Vietnam corporate and operational structure.
  • Acting for one of the largest European electricity generation companies in relation to its proposed acquisition of a stake in a renewable energy developer in Vietnam. This transaction is noteworthy as a result of the comparatively large scale of the solar plant in which our client is investing.
  • Advising a Japanese trading house on the establishment of a joint venture to operate a B2B e-marketplace for certain industrial products.
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  • Advising companies and state-owned corporations on significant matters, including foreign bank loans, hydropower project transfers, insurance compensation claims, issues arising during privatization, and corporate restructuring.
  • Resolving a shareholder dispute valued at over VND 200 billion for a company in an industrial park.
  • Advising on a joint venture project between a private enterprise and a state-invested enterprise, valued at over VND 500 billion.
  • Representing an investor in resolving disputes and negotiating to reclaim leased land plots in an industrial park in Ho Chi Minh City.
  • Advising and handling procedures for the M&A of a solar power project in Ninh Thuan, valued at nearly VND 1,300 billion.
  • Advising and handling procedures for the M&A of a solar power project in Gia Lai, valued at nearly VND 500 billion.
  • Advising and handling procedures for obtaining an investment registration certificate for a recycled plastic pellet project in an industrial park in Ba Ria – Vung Tau, valued at nearly VND 700 billion.
  • Advising on the new urban area project in Ba Ria – Vung Tau; a luxury apartment complex project in Binh Duong; a high-rise apartment project in Thu Duc District; a residential complex and garden townhouse project in Thu Duc District, and more.
  • Providing legal advice on a service apartment management contract valued at over VND 300 billion between a Vietnamese investor and a leading global hotel and service apartment management group.
  • Participating in drafting procedures and transaction templates (reservation forms, deposit agreements, sale and purchase contracts, lease agreements, etc.), as well as guiding relevant departments in their use and implementation for projects with investment capital ranging from VND 500 billion to nearly VND 50,000 billion, including: a commercial center and apartment project in District 6; a commercial, service, and apartment project in District 4; apartment projects in District 9 and Go Vap District; a project in Binh Duong; an urban area, golf course, sports, and eco-tourism project in Dong Nai; a housing development project in Dak Lak; and a resort and entertainment complex project in Khanh Hoa.
  • Assisting enterprises in establishing data storage systems for subsidiaries within a group, standardizing contracts for the business operations of a real estate company.
  • Participating in the evaluation, analysis, and proposal of solutions for disputes related to deposit contracts and marketing and distribution service contracts in apartment and housing projects in Ho Chi Minh City and Khanh Hoa, with dispute values ranging from VND 100 billion to nearly VND 3,000 billion.
  • Providing legal advice and defense for defendants in notable cases, such as the Van Thinh Phat case, the Thu Duc House case, fraud cases, and more.

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