VILAF advised the Seller Group, being shareholders of Thien Long Group (“TLG”), on the sale of its shares to KOKUYO Co., Ltd. (“Kokuyo”).

The transaction structure consists of two key components: the acquisition of shares in Thien Long An Thinh Investment Corporation (“TLAT”) and a tender offer to Thien Long Group’s shareholders.

TLAT Share Acquisition:

• Kokuyo will acquire shares of TLAT.
• TLAT currently holds 46.82% of TLG’s shares.
• TLAT is owned entirely by TLG’s founder and associates.

Tender Offer:

• Kokuyo will launch a tender offer inviting TLG’s shareholders to tender their ordinary shares.
• This tender offer, together with the TLAT Share Acquisition, constitutes the Transactions.

Kokuyo plans to establish a special-purpose entity to carry out the Transactions. Following completion, both TLG and TLAT will become “designated subsidiaries” of Kokuyo, as the capital amount of each entity exceeds 10% of Kokuyo’s capital.

Thien Long Group, listed on the Ho Chi Minh Stock Exchange, is Vietnam’s leading manufacturer of stationery and office supplies. Its core business encompasses pens, writing instruments, office products, and creative tools, distributed through an extensive domestic network and exported to more than 70 countries worldwide.

Kokuyo, founded in 1905 and headquartered in Osaka, Japan, is a global corporation specializing in stationery, office furniture, and spatial design solutions. It maintains strong market positions across Japan, China, Vietnam, India, Malaysia, Thailand, Singapore, and Australia.

The transaction was led by VILAF Senior Partner Tung Ngo and Partner Ngan Nguyen, with key support from Associates Quynh Chi Nguyen, Nhan Ho, Quy Anh Nguyen, and Hoang Viet Nguyen.