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Energy, Infrastructure and Projects

Vinh Tan 1 BOT Power Project reaching financial close

VILAF advised sponsors including China Southern Power Grid Co., Ltd. (“CSG”), China Power International Holding Limited (“CPIH”) and Vinacomin Power Holding Corporation Limited (“VP”), and the BOT Company Vinh Tan 1 Power Company Limited in relation to the negotiation of the BOT documents and financing of USD1.4 billion Vinh Tan 1 BOT Power Project in Binh Thuan Province.

This is the 4th foreign-invested BOT power project in Vietnam reaching a financial close. The financing stage has taken more than one and a half years while the construction stage will take around four years.

The VILAF team that advised this project included Partner Dang Duong Anh and Counsel Nguyen Vu Quynh Lam.

CPECC in the joint venture acquisition of Jaks Hai Duong BOT Power Project

VILAF was the Vietnamese counsel who advised CPECC in its joint venture acquisition of a holding company, which owns Jaks Hai Duong Power Project, a USD1.87 billion coal-fired power plant project, to be developed on a BOT basis in Vietnam.

The VILAF team that advised this project included Partner Vo Ha Duyen, Counsel Nguyen Anh Hao, Senior Associate Vu Le Trung and Senior Associate Nguyen Thanh Tung.

Mitra Energy in the reverse takeover of Petra Petroleum

VILAF advised Mitra Energy in a reverse takeover of Petra Petroleum pursuant to the TSX Venture Exchange (the “Exchange”) Policy 5.2—Changes of Business and Reverse Takeovers. Mitra Energy’s assets in Vietnam affected by this reverse takeover include five upstream petroleum blocks located offshore of Vietnam under production sharing contracts with PetroVietnam.

Partner Luu Hoang Ha advised this deal.

Sumitomo Corporation as primary contractor of Ben Thanh Suoi Tien Metro Line 1 Project

VILAF advised Sumitomo Corporation as primary contractor in its contract with the Vietnamese Government for the construction of Ben Thanh Suoi Tien Metro Line 1, Vietnam’s first metro project.

Partner Vo Ha Duyen advised this project.

M&A

Mondelez acquiring the snack business of Kinh Do Corporation

VILAF advised Mondelez International Inc. as its local counsel in its acquisition of 80% of equity stake in Kinh Do Group’s snack business for USD370 million. Mondelez is the maker of Oreo cookies and Ritz crackers. According to Reuters, the deal includes two manufacturing plants and Kinh Do’s distribution network. Kinh Do is Vietnam’s biggest snack producer and is the maker of Cosy biscuits and Solite soft cakes.

The VILAF team that advised this deal included Partner Vo Ha Duyen, Partner Pham Si Hai Quynh, Counsel Trinh Luong Ngoc, Counsel Tran Anh Hien and Counsel Nguyen Anh Hao.

Gamuda Land buying out Celadon City

VILAF advised Gamuda Land in the acquisition of its Vietnamese partners’ shares in Celadon City Project to become the sole owner of the project. Celadon City is a VND25,000 billion urban development project in Tan Phu, Ho Chi Minh City, initially invested by a joint venture of Gamuda Land and Sacomreal.

The VILAF team that advised this project included Partner Ngo Thanh Tung and Senior Associate Nguyen Thi Kim Anh.

Nguyen Kim joint venture acquisition deal

VILAF advised Nguyen Kim in the sale of 49% equity stake in NTK New Solution and Technology Development Investment Joint Stock (which owns the chain of 23 Nguyen Kim brand electronic stores) to Power Buy Company Limited (a subsidiary of Thai retail conglomerate Central Group). Founded in 1992, Nguyen Kim is currently the largest electronic retail operator in Vietnam.

The VILAF team that advised this deal included Partner Tran Tuan Phong.

Acquisition of South Hoi An Project

VILAF advised a consortium of Hong Kong investors including Chow Tai Fook, represented by VMS Investment, in acquiring 70% equity interest in South Hoi An Project, which is a USD4 billion integrated project of casinos, hotels and residential units, from VinaCapital.

The VILAF team that advised this deal included Partner Vo Ha Duyen and Counsel Nguyen Anh Hao.

Credit Saison merges with HD Finance

VILAF advised Credit Saison Co., Ltd., a major Japanese credit finance company, in its acquisition of 49% equity interest in Ho Chi Minh City Development Commercial Joint Stock Bank Finance Co., Ltd. (HD Finance), a Vietnamese company providing retail finance services. The newly branded, HD Saison, now offers extensive consumer finance and credit card services.

The VILAF team that advised this deal included Partner Kevin Hawkins, Counsel Nguyen Anh Hao and Senior Associate Nguyen Thanh Tung.

Creed Group invests in Vietnam’s realty company, An Gia Investment

VILAF advised Creed Group in investing USD200 million for 20% equity stake holding in Vietnam’s real estate company, An Gia Investment and 50% equity stake holding in a number of An Gia Investment’s residential projects held by a holding company, to develop “Japanese quality” housing services in Ho Chi Minh City. The Creed Group began investing in Vietnam real estate in 2014.

The VILAF team that advised this deal included Partner Vo Ha Duyen and Senior Associate Nguyen Thi Phuong Nga.

SCG bolstering its packaging business with acquisition into BATICO

VILAF advised TC Flexible Packaging Co, a subsidiary of Siam Cement Group (SCG), in relation to its acquisition of 80% shareholding in BATICO, a Vietnamese packaging manufacturing company in Vietnam. This acquisition of BATICO makes SCG Packaging the region’s leading packaging company with two flexible packaging factories in Thailand and two in Vietnam.

The VILAF team that advised this deal included Partner Kevin Hawkins and Counsel Trinh Luong Ngoc.

VinaCapital sale of shares in An Giang Plant Protection JSC

VILAF advised VinaCapital Hospitality Ltd. in the sale of its shares in An Giang Plant Protection JSC to private equity funds in a USD58 million transaction.

Partner Dang Duong Anh advised this deal.

Showa Aluminum Can Corporation and Showa Denko K.K. acquiring shares of Hanacans

VILAF advised Japanese Showa Aluminum Can Corporation in acquiring 91.5% of the share capital, valued at about USD100 million, in Hanacans, an aluminum can manufacturer in Vietnam. The sellers were local shareholders of the target company.

The VILAF team that advised this deal included Partner Dang Duong Anh and Counsel Nguyen Vu Quynh Lam.

Dai Nippon Printing Co., Ltd. acquiring shares in MK Smart

VILAF advised Dai Nippon Printing Co., Ltd., a Japan-based company engaged in the operation of electronic devices and information media, including printed materials, smart cards, IPS and network, in its acquisition of 36.33% shares in MK Smart Joint Stock Company. The target company is a high-tech data manufacturer of smart cards (micro-chip cards), magnetic cards and other types of data cards, and likewise offers smart card personalization services.

Partner Bui Ngoc Anh advised this deal.

Buyout of VID Public Bank by Public Bank Berhad (Malaysia)

VILAF advised Joint Stock Commercial Bank for Investment and Development of Vietnam (BIDV) in the buyout of its 50% capital interest in VID Public Bank by Public Bank Berhad (Malaysia) amounting to USD62.5 million. Originally, VID is a joint venture bank between BIDV and Public Bank Berhad.

Partner Tran Tuan Phong advised this deal.

Finance and Capital Markets 

Standard Chartered Bank (SCB) in a CGIF bond deal

VILAF advised SCB in Masan Consumer’s issuance of USD100 million corporate bonds, guaranteed by the Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank (ADB). This has been the first corporate bond issuance that the ADB supported in Vietnam.

Partner Nguyen Quang Hung advised this deal.

BTMU in USD510 million financing new highway project

VILAF was the Vietnamese counsel who advised Bank of Tokyo-Mitsubishi UFJ in a syndicated Nexi loan in the amount of USD510 million to finance a highway project in Da Nang. Seventeen Japanese banks participated in this landmark financing transaction. This deal was awarded the “Deal of the Year 2014” in the Asia Pacific region by Euromoney’s Trade Finance Magazine.

The VILAF team that advised this deal included Partner Vo Ha Duyen and Senior Associate Nguyen Thanh Tung.

Citibank arranging USD225 million Nexi Facility to finance power transmission lines

VILAF acted as the Vietnamese counsel for Citibank Japan, Ltd., in relation to the Nexi Facility Agreement arranged by Citibank to finance power transmission line projects developed by the National Power Transmission Corporation in Vietnam.

The VILAF team that advised this deal included Partner Vo Ha Duyen, Senior Associate Nguyen Thi Kim Anh and Senior Associate Nguyen Thanh Tung.

AWAS arranged financing for Jetstar Pacific

VILAF advised AWAS, a global leader in commercial aircraft leasing, in financing Airbus aircrafts for the Vietnamese operator, Jetstar Pacific. Jetstar Pacific is a low-cost Vietnamese airline that charters domestic and international flights to Macau, Singapore and Thailand, among others. The estimated value of the deal is between USD30-50 million.

Partner Tran Tuan Phong advised this deal.

Standard Chartered Bank in arranging financing for BIDV and Vietinbank

VILAF acted as local counsel for Standard Chartered Bank in relation to several USD100 million secured financing transactions to BIDV and Vietinbank.

The VILAF team that advised this deal included Partner Vo Ha Duyen and Senior Associate Nguyen Thanh Tung.

Deutsche Bank arranging USD200 million facility to finance urban development project

VILAF acted as local counsel for Deutsche Bank in the arrangement of a USD200 million secured facility loan to finance an urban project to be developed by Vingroup in the South of Vietnam.

The VILAF team that advised this deal includes Partner Vo Ha Duyen, Partner Nguyen Quang Hung and Senior Associate Nguyen Thi Kim Anh. 

Techcom Securities and Novaland in bond issuance

VILAF advised Techcom Securities (a subsidiary of Techcombank) and Novaland in the issuance of VND600 billion domestic bonds with a three-year tenor. Novaland is a real estate developer in Ho Chi Minh City with value of assets totaling more than VND10,000 billion. The successful bond arrangement helped Novaland to develop its projects, such as Lexington Residence, Sun Avenue, Icon 56, Galaxy 9 and Sunrise City.

The VILAF team that advised this deal included Partner Nguyen Truc Hien and Associate Nguyen Thanh Tung.

Japfa’s IPO in Singapore

Japfa, an Indonesian meat processor and dairy farm operator by the Santosa family, opened its doors to the public in an IPO at the Singapore Exchange valued at USD160 million. Japfa also owns 57.5% of PT Japfa Comfeed Tbk listed in Jakarta.

The VILAF team that advised this deal included Partner Dang Duong Anh and Partner Nguyen Quang Hung.

Dispute Resolution

SK E&C vs. Vinalines

VILAF advised SK Engineering & Construction Co., Ltd. (SK E&C) in a construction dispute with Vinalines, in a case that lasted for more than a year. SK E&C won the arbitration and Vinalines filed a petition with the court in Ha Noi to challenge the arbitral award. The court ultimately denied Vinalines’ petition and upheld the arbitral award.

Partner Nguyen Duy Linh advised this case.

West of England vs. Saigon Petro Co., Ltd.

VILAF represented West of England, HK, the owner of M/t Kasco, in a collision case between M/t Kasco and Jetty B of Saigon Petro.

Partner Ngo Thanh Tung advised in this case.