Corporate Finance

We offer a wide range of corporate finance/M&A advisory services highly tailored in Vietnam to clients’ specific requests given complex and diverse nature of corporate transactions.

Business Valuation

Almost every corporate transaction or an investment consideration requires an independent, third-party assessment of valuation to ascertain the fairness of the proposed or offered price. Our team will help clients by supplying impartial and objective analysis and rendering opinions in the course of M&A or any similar corporate transaction clients are undergoing. Our unbiased position protects the integrity of the assessment.

Discounted Cash Flow (DCF) analysis, relative valuation (also called comparable valuation – normally consisting of transaction comparable and peer/trading comparable analyses) and Net Asset Value (NAV) or Adjusted Book Value are among the most common valuation methodologies to employ. In certain instances, rule-of-thump valuations are also utilized to the extent available and possible, but mostly for crosschecking purposes.

Valuation can either be independent assignment engaged by a client, or part of a broader engagement (M&A Advisory – the full scope, Transaction Support – less than full scope) toward the goal of deal closing. In the latter case, we will utilize valuation as a tool to assist clients in negotiation with the target or the buyer. 

Due Diligence

A decision on an investment or a corporate transaction is only as good as the information and analysis that feeds it. We support buyers or investors with a comprehensive due diligence that can encompass data as varied as:

  • A close look at strategic vision and positioning
  • Review of financial, commercial and marketplace performance
  • Analysis of operations and technology
  • Review of balance sheet, assets and liabilities, as well as overall investment strategy
  • Industry, products, markets, facilities, employees, pipeline and growth opportunities analysis.

Our due diligence process can be implemented regardless of sector, industry or type of business. We can deliver targeted due diligence in one particular area (e.g. finance) or a complete, turnkey solution that surpasses all disciplines relevant to a given investment, including legal and operational. By running the entire process, we can ensure that all necessary information has been surfaced and all issues have been discussed.

Occasionally, we can be hired by a business seller to conduct a vendor due diligence as part of grooming homework to help the vendor in good preparation for the sale and in a bid to increase vendor’s bargaining power and thus maximize the selling price.

Feasibility Study

A feasibility study is the best way to determine whether new initiatives (new business concepts or existing businesses looking to extend the product and service lines and/or expand into new markets) will be feasible with founders, investors and in the marketplace. Conducting a study requires a range of skill sets including finance, operations and marketing, as well as significant industry-specific knowledge. The study is to prove that your business ideas are sound and your selected market entry approach is well founded, backed by practical strategies and plans though these plans are not necessarily very detailed at this stage.

Industry, customer and competitor researches form an integral part of a feasibility study, coupled with financial modeling techniques such as NPV and IRR analyses to make sure that the business initiatives are commercially and financially viable.

Once a feasibility study convincingly indicates the business idea’s viability from various dimensions, we can further help you to turn it to a business plan with specific tactics and plans for your implementation. Alternatively, we can help existing companies to prepare the business plans for the next 5 years, especially in the context of major changes to the current business (if applicable): new technology, new products, new markets, new strategies, new strategic shareholders, etc.

Capital Raising

We assist clients in developing a well-planned and structured approach to achieve financing objectives for their business expansion or project by raising debt, equity, and quasi-equity from both domestic and international markets.

The following tasks will typically be performed in a capital raising engagement:

  • advising on the optimal capital structure and respective financing strategies for raising different forms of capital: debt, equity and quasi-equity;
  • preparing the Information Memorandum or the like;
  • negotiating on the terms and conditions of the financing agreements and managing the transactions to successful completion.

Our extensive relationships in the international capital markets enable us to raise capital both globally and domestically.

M&A Advisory or Transaction Support

We are confident to have the right expertise and resources to advise and support you through every stage of a corporate transaction from the very beginning to successful closing, in both buy and sell mandates. Whether the target is listed or privately held, we bring an independent perspective and a high level of technical expertise as well as professional network.

Whether it is a buy or sell mandate, we usually structure a transaction into four phases in the following numerical order:

  • Preparation: We agree with Client on (target/ buyer) identification strategy, do some homework with Client (to make sure the subject looks good in front of buyers/targets), prepare long list of targets or buyers, draft marketing material.
  • Identification: We identify the right targets based on the criteria set forth and agreed with clients. The identification can be approached in a systematic and extensive way or alternatively in an opportunistic or ad-hoc fashion, depending on clients’ budget (time, cost) or preference. We help establish direct contact with a target or buyer assigned by clients, on an anonymous or onymous basis. We contact potential targets, distribute marketing material and exchange relevant information; assist in evaluating the targets/buyers and making/obtaining indicative offers.
  • Qualification: We help select the best offers or targets, assist in due diligence and high-ranking meetings, draft share purchase agreement (SPA).
  • Finalization: We help negotiate on the SPA until signing it, making payment and transferring shares.

We have extensive experience as well as a hands-on methodology to identify and implement the optimal structure for transactions. By understanding the underlying strategy and success factors in a given transaction, our team has the creative flexibility to propose innovative solutions to complex legal and financing structures and in so doing, maximize value.

Any engagement whose scope is narrower than the above in any way is called Transaction Support.