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Weekly issued to about 82.

000 emails of investors, managers, and investment organizations & groups in Vietnam or overseas

Volunme ICE-09, Thursday September 11th, 2008
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:
Ads here as
Part 1:M & A Investment Opportunities sponsors
Part 2:Global M & A market
Part 3:Vietnam M&A Market– M&A Doing the Deals

PART 1: M & A INVESTMENT OPPORTUNITIES

M&A-41: Calling for investment in or transferring Complex
Construction Project

Location Cau Giay, Hanoi

Total Land area/ 3,397.7 m2
Construction Area / 1,581 m2
Economic indicators of the Maximum height : 18 floors
project Construction density : 46.56
Land use ratio : 7.8
Land usage right 30 years.
Value of Investment Negotiation
ICE’s Comment

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

M&A-42: Calling for investment in or transferring Villas and Resort

Location Quy Nhon- Binh Dinh
Business field Investment and construction of luxurious resorts
and tourism & urban areas
Total investment 10.4 million USD
Available legal documents of Completed and sufficient
the project
Land lease period 50 years
- Area: 56.8ha
Planning indicators of the - Construction density: 7.42%
project - Storey height: 3.5
- Land use coefficient: N/A
- Compensation and clearing the ground
Current status of the (completed)
project - Preparing for technical issue to implement
project...
Period of paying capital (T):
- Period of paying capital (
excluding reduction::
T = 5 years 2 months.
Economic indicators of the
- Period of paying capital (
project
including reduction:
T= 6 years 8 months
Current value (NPV): NPV = 11.665.000 USD
Local returning for per (IRR): IRR = 19,7 %
• Key location with international port,
universities and a gate of three- cornered
Key strong points of the
leading to East sea and Tay Nguyen
project
• Taking 30 minutes to reach to Quy Nhon city
and 20 minutes to get Phu Cat airport.
- Joint – venture
Co-operation forms
- Whole transference

Transference price 4.5 million USD (included land rental)

ICE’s Comment

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

M&A-43: Calling for investment in or transferring Non-Stop 24h
services project

Location Ha Tinh
Business field Project investment Transportation –
Parking lot- Investment Promotion-
service, etc…
Total investment 138 billion VND
Available legal documents of Investment certificate, Investment
the project
license, etc.
Economic indicators of the NPV ( after 20 years) =
project
17,040,155,000 VND
IRR = 11.12%
Pay-back period: 09 years
Current status of the project In the process of construction
Project Land Statue Land has been granted for the
project developer.
Land for lease in 50 years
Planning indicators of project - Area: 126.535m2
- Construction density:
Subject to the investment
capacity (Unlimited)
- Storey height: Unlimited
Construction purposes: High-quality
mixed services for customers and
means of transport, supporting other
services in Vung Ang economic zone,
etc.
Good location, convenient traffic, etc.
Key strong points of the project - Currently, there are a lot of big
investors and enterprises investing in
Vung Ang Economic zone, thus
creating high demand for supporting
services
Co-operation form Investment Co-operation
Value of Investment Negotiation

ICE’s Comment

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

M&A-44: Calling for investment in or transferring Project of
commercial center and office building for lease

Location Hong Bang - Hai Phong
Business field
Total investment VND 357,17 billions
Available legal documents of the
project
Total land area 3,067.5 m2
Current status of the project In the process of construction

Average annual revenue: VND
108,241 billion
+ Average annual expense: VND
22,449 billion
Economic indicators of the
project + NPV : VND 79,453 billions
+ IRR : 15,33
+ NPV : VND 79,453 billions
+ IRR : 15,33
Construction Density: 40%
- Good location, convenient
Key strong points of the
traffic, Near Haiphong Port…
project
Co-operation forms - Joint – venture
- Whole transference

Value of Investment Negotiation

ICE’s Comment

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

M&A-45: Calling for investment in or transferring Resort project

Location Quang Tri
Business fields Real estate
Total investment 287,924,624 thousand VND
Available legal documents of the Completed and sufficient
project
Project land status Land for lease in 50 years
Planning indicators of the project - Area: 30ha
- Land use coefficient: 0.2
times
Construction purposes: Construction
of resorts, hotels, restaurants and
entertainment centers
Current status of the project Completed clearance and in the
process of implementing some
fundamental construction items
Economic indicators of the NPV: 326,856,031 thousand VND
project
IRR: 42.95%
Pay-back period: 06 years and 03
months (since the beginning day of
construction)
Key strong points of the project - This area is still in its primitive
state, so the competitive rate
is low and the beach is very
clean and beautiful.
The operation and labor costs are low
Co-operation forms - Looking for partners to
contribute capital to
implement to the project
Value of Investment - About 30-49% of the project
shares
ICE’s Comment

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

PART 2: GLOBAL M&A MARKET

Top Global M&A Deals

Target Acquiror Value ($M)

Teranet Income Fund Borealis Infrastructure Management 15 427,8
Inc

China Huiyuan Juice Group Ltd Atlantic Industries 2 295,0

25% Interest in Chesapeake's Fayetteville Shale Assets in BP America Inc 1 900,0
Arkansas

FirstLight Power Enterprises Inc GDF Suez SA 1 898,8

Sciele Pharma Inc Shionogi & Co Ltd 1 305,8

Emerald Teresa Coal Exploration Permit Xinwen Mining Group 1 222,4

China Netcom Group Corporation (Hong Kong) Ltd Telefonica Internacional SA 1 142,9

Sunrise Third Senior Holdings LLC HCN Acquiror Inc 643,5

Seven Blocks in the Gulf of Mexico Ecopetrol SA 510,0

Goal Petroleum (Netherlands) BV Total SA 480,0

Top Industries: Global M&A
Industry Deals Value ($M)
Grand Total 9720 674,401.7
Financials 1652 119,081.7
Healthcare 545 87,544.8
Energy 445 87,239.8
Basic Materials 926 84,710.0
Non-Cyclical Consumer Goods / Services 1033 79,906.1
Industrials 2008 63,477.1
Utilities 296 53,385.0
Cyclical Consumer Goods / Services 1657 49,085.0
Technology 970 40,147.8

(Source: Reuters)

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

PART 3: VIET NAM AND M&A MARKET- M&A DOING THE DEALS

Merger and acquisition slows, report finds

Mergers and acquisition (M&A) activity in Vietnam is slowing, according to a report recently released by
British firm PricewaterhouseCoopers (PwC).

In the first half of this year 48 M&A deals, valued at a total of US$347 million, were reported to authorities,
significantly lower than the 47 deals valued at $736 million in the same period last year, the report said. Some
reasons for the downward trend included companies delaying closing deals because of economic uncertainty or
renegotiating prices because the valuations of both domestic and foreign companies had fallen this year.

PwC, however, said the actual number of M&A deals may be higher, as privately negotiated transactions may not
have been recorded yet.

But it expected more M&A activity in the latter half of this year. In the second half of last year, a total of $1.1 billion
worth of deals were registered.

Foreign investors and analysts said at a seminar in HCMC last month that M&A opportunities in Vietnam looked
promising but the government’s regulations were “confusing.”

While Vietnam committed to the World Trade Organization to allow foreign investors to own a 99 percent stake in a
listed company, it still limited foreign ownership to 49 percent of a joint stock enterprise and 30 percent of a listed
bank, they said. In its report, PwC said it believed the government intended to remove obsolete regulations.

NOTABLE DEALS
- In January, Swiss Reinsurance Co., (Swiss Re) acquired a 25 percent stake in Vietnam National Reinsurance Co.
(VinaRe) for US$81.9 million. As a result of the transaction, Swiss Re became the sole foreign strategic partner of
VinaRe.
Also in February, Banque Nationale de Paris (BNP) Paribas SA, a listed French bank, doubled its stake in Oriental
Commercial Joint Stock Bank (OCB) to 20 percent. OCB is a privately owned Ho Chi Minh City-based commercial
bank with 59 branches around the country. The transaction made BNP OCB’s second largest shareholder.
- The PwC report said the first of five deals in the securities industry during the first half of this year involved
Morgan Stanley acquiring a 48.33 percent stake in a joint venture with Huong Viet Securities for an undisclosed
sum.
- Malaysia’s biggest bank, Malayan Banking Berhard (Maybank), purchased a 15 percent stake in An Binh
Commercial Joint Stock Bank (ABBank) for $135 million in March. Maybank has indicated it is interested in raising its
stake to 20 percent, subject to government approval.
- In May, the UK-based Standard Chartered Bank confirmed a 6.16 percent purchase of ordinary shares in Asia
Commercial Bank (ACB) along with a purchase of 7.1 percent of the bank’s convertible bonds, increasing Standard
Chartered’s Investment in ACB to 15 percent of ordinary shares from 8.84 percent, and 15.86 percent of convertible
bonds

( Source: Thanhniennews)
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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

Mergers and Acquisitions: Doing with the terms laid out in the tender Closing the Deal
The Deal offer, the target's management may try
to work out more agreeable terms that Finally, once the target company
Start with an Offer let them keep their jobs or, even agrees to the tender offer and
When the CEO and top managers of a better, send them off with a nice, big regulatory requirements are met, the
company decide that they want to do a compensation package. Not merger deal will be executed by means
merger or acquisition, they start with a surprisingly, highly sought-after target of some transaction. In a merger in
tender offer. The process typically companies that are the object of which one company buys another, the
begins with the acquiring company several bidders will have greater acquiring company will pay for the
carefully and discreetly buying up latitude for negotiation. target company's shares with cash,
shares in the target company, stock or both.
or building a position. Once the Furthermore, managers have more
acquiring company starts to purchase negotiating power if they can show A cash-for-stock transaction is fairly
shares in the open market, it is that they are crucial to the merger's straightforward: target company
restricted to buying 5% of the total future success. shareholders receive a cash payment
outstanding shares before it must file for each share purchased. This
with the SEC. In the filing, the Execute a Poison Pill or Some transaction is treated as a taxable sale
company must formally declare how Other Hostile Takeover Defense – of the shares of the target company.
many shares it owns and whether it A poison pill scheme can be triggered
intends to buy the company or keep by a target company when a hostile If the transaction is made with stock
the shares purely as an investment. suitor acquires a predetermined instead of cash, then it's not taxable.
Working with financial advisors and percentage of company stock. To There is simply an exchange of share
investment bankers, the acquiring execute its defense, the target certificates. The desire to steer clear of
company will arrive at an overall price company grants all shareholders - the tax man explains why so many
that it's willing to pay for its target in except the acquiring company - options M&A deals are carried out as stock-for-
cash, shares or both. The tender offer to buy additional stock at a dramatic stock transactions.
is then frequently advertised in the discount. This dilutes the acquiring
business press, stating the offer price company's share and intercepts its When a company is purchased with
and the deadline by which the control of the company. stock, new shares from the acquiring
shareholders in the target company company's stock are issued directly to
must accept (or reject) it. Find a White Knight - As an the target company's
alternative, the target company's shareholders, or the new shares are
The Target's Response management may seek out a friendlier sent to a broker who manages them
Once the tender offer has been made, potential acquiring company, or white for target company shareholders. The
the target company can do one of knight. If a white knight is found, it will shareholders of the target company are
several things: offer an equal or higher price for the only taxed when they sell their new
shares than the hostile bidder. shares.
Accept the Terms of the Offer - If When the deal is closed, investors
the target firm's top managers and Mergers and acquisitions can face usually receive a new stock in
shareholders are happy with the terms scrutiny from regulatory bodies. For their portfolios - the acquiring
of the transaction, they will go ahead example, if the two biggest long- company's expanded stock. Sometimes
with the deal. distance companies in the U.S., AT&T investors will get new stock identifying
and Sprint, wanted to merge, the deal a new corporate entity that is created
Attempt to Negotiate - The tender would require approval from the by the M&A deal.
offer price may not be high enough for Federal Communications Commission
the target company's shareholders to (FCC). The FCC would probably regard (Source: ICE Collection)
accept, or the specific terms of the deal a merger of the two giants as the
may not be attractive. In a merger, creation of a monopoly or, at the very
there may be much at stake for the least, a threat to competition in the
management of the target - their jobs, industry.
in particular. If they're not satisfied
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT Page 8
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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
M&A AND INTERNATIONAL INVESTMENT CONNECTION

Vietnam Investment Market

German interest in Vietnam renewed China’s Guangdong province expects double
investment in Vietnam
Hanoi Times - Vietnam’s high economic growth rate
has encouraged German enterprises, especially A senior Chinese party member has proposed
those from the Federal State of Hessen, to show that the Vietnamese government further create
more interest in trade and investment in Vietnam. favourable conditions for Guangdong province to
double its investment in Vietnam to 5 billion USD
This was the view of Klauss-Peter Guettler, head of a in the next three years.
visiting German trade delegation, on September 8. Guettler
who is Secretary of Hessen’s Ministry of Economy, The Secretary of the Guangdong Provincial Party
Transportation and Development, was speaking to Committee, Wang Yang, is on a visit to Vietnam . He
Chamber of Commerce and Industry vice chairman Doan made the proposal while he was received together with
Duy Khuong. Guangdong businessmen by Prime Minister Nguyen Tan
Dung in Ho Chi Minh City on September 10.
At present, Germany is Vietnam’s largest European Union
trading partner. In the past seven months of this year, PM Dung affirmed that Vietnam ’s government agencies
Vietnam exported US$1.3 billion worth of goods to as well as localities have been always paying attention
Germany. to and facilitating China ’s investment in the country.
Key export items included footwear, textiles and garments,
seafood, handicrafts, computers, coffee, tea and rice. Regarding important projects that Guangdong
businesses want to invest in Vietnam , the PM said the
By June this year, German businesses had pumped more two sides should discuss coordination to ensure that
than US$599 million into 105 Vietnamese projects. This these projects will be implemented successfully for
placed Germany 20th among 81 countries and territories stable, sustainable and practical cooperation.
investing in Vietnam.
The government leader agreed with his guest’s
About 30 German firms attended a seminar in Hanoi on proposal to set up a regular dialogue mechanism
September 8. They are involved in waste and waste-water between Guangdong and relevant Vietnamese agencies
treatment, bicycles and bicycle parts, packing machines, air and localities to timely tackle obstacles and put forth
conditioners for vehicles, bottle moulds and parts, metal useful measures for successful implementation of
alloys, IT, finance and banking, trade consulting, garments
and textiles and communications security systems. development cooperation programmes.

( Source: VOV) ( Source: VNA)

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com
Short Investment News

Over 11 trillion VND for 2009 agricultural investments

The Ministry of Agriculture and Rural Development (MARD) reported that over 11 trillion VND in total is needed for
investments in agricultural development for 2009.

MARD said it plans to raise almost 4 trillion VND from domestic sources, over 3 trillion VND in foreign investments and
another 4 trillion VND from the issuance of Government bonds.

The money is scheduled to be invested in upgrading dyke systems and building dams and dykes against flooding as
well as reservoirs to fight droughts in the Red river delta. Projects subject to the investment scheme are to help shift
production structure and irrigation projects in service of aquaculture and salt production.

(Source: VNA)

Vietnam, Philippines pledge mutual investment incentives

Vietnam and the Philippines will expand cooperation and continue to give each other more priorities
regarding investment.

President of the Ho Chi Minh City Union of Friendship Organisation Le Hung Quoc and Honorary Consul General Gerry
T. Paglinawan reaffirmed the two countries’ resolve at a ceremony in HCM City on September 10 to mark the 110th
anniversary of Philippine Independence Day and the 32nd anniversary of their diplomatic ties.

Quoc said that the Plan of Action 2006-2010 to implement the Joint Statement on bilateral cooperation framework in
the first 25 years of the 21st century and next period effectively helped strengthen trade and investment cooperation.

In 2007, two-way trade turnover was nearly 2 billion USD. The Philippines is now one of Vietnam’s major rice importer
and many Philippine investors wanted to do business in Vietnam.

Honorary Consul General Gerry T. Paglinawan said that with an increasing number of Philippine businessmen and
experts in Vietnam, the Philippine Businesses Association will be established and the Philippine community plans to
boost cultural exchange with the Vietnamese people.

On this occasion, the Bayanihan art troupe and the “Sound and Fire” band from the Philippines performed in HCM
City.

(Source: VNA)

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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:+84-4-6227724 Email:ice.ma.news@gmail.com Website:www.vni-connection.com