[Last updated: 1 January 2025, unless otherwise noted]

4.1 Compulsory public offer and exceptions

There are some scenarios where the purchaser is obliged to conduct the acquisition via a public tender offer, including:

• a purchaser and their affiliated person intend to purchase voting shares to, directly or indirectly, hold in aggregate 25% or more of the total voting shares in a public company;
• a purchaser and their affiliated person, holding in aggregate 25% or more of the total voting shares in a public company, intend to acquire more shares and such acquisition will result in their direct or indirect shareholding reaching or exceeding each threshold of 35%, 45%, 55%, 65% and 75% of the total voting shares in such public company; or
• except for where the public tender offer has been made for all voting shares in a public company, if an investor and their affiliated persons collectively hold 80% or more of the total voting shares in a public company after a public tender offer, then they must continue to offer to acquire shares from the remaining shareholders for 30 days, with conditions on purchase price and payment methods remaining similar to those of the preceding public tender offer.

There are also certain cases where the proposed acquisition is not required to be done via a public tender offer:

• purchase of newly issued shares leading to ownership of any percentage stipulated in the above thresholds pursuant to an issuance plan as having been adopted by the GMS of the target company;
• receipt of transfer of voting shares leading to ownership of any percentage stipulated in the above thresholds as having been approved by the GMS. In such case,  the GMS must specify the transferor and the transferee;
• transfer of shares as between companies operating as a group of companies, comprising economic groups, corporations and parent - subsidiary companies and leading to cross ownership in accordance with the Enterprise Law;
• any organization or individual owns shares in a public auction of securities for sale or in an offer tranche upon transfer of State capital or capital of a State-owned enterprise invested in another enterprise;
• any organization or individual owns shares as a result of division, separation, consolidation or merger of companies;
• donation of or bequeathing shares; or
• transfer of shares pursuant to a legally effective verdict or decision of a court or an arbitral award.

4.2 Offered price determination

Vietnamese law sets out general principles which the investor must comply with in determining the bidding price, according to which:

a. In case of payment by money:

1. the offer price must not fall below the average reference price of the last 60 trading days before the application is submitted and must not fall below the highest purchase price of the other tender offer(s) with respect to the target company during this period;
2. during the process of tender offer, the investor must not reduce the offer price;
3. in case the offer price is increased, the investor must announce the price increase at least seven days before the last date for receipt of registrations to sell. In addition, the investor also has to ensure that the increased price will be applied to all registered sellers. In this case, the investor must have sufficient funds to pay for the increased amount due to the increase in the offer price.

b. In case of payment by shares, shares swap ratio must be approved by the GMS of the investor in accordance with the laws.

Under Decree No. 155, the duration of a public tender offer must be a minimum 30 trading days and a maximum 60 trading days as from the date of commencement of receipt of registrations to sell or registrations to swap as determined in the tender offer registration dossier.