Timeline
5. Timeline

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

The table below contains a summarized overview of the main steps of a typical public tender offer (referred to in the table as the 'offer') process under Vietnamese law.

Set out below is an overview of the main steps for a public tender offer in Vietnam.

Step

1. Preparatory stage:

  • Preparation of the offer by the investor (study, due diligence, financing, application dossier for the offer, etc.).
  • Prepare bank guarantee or certificate of blockade of the bank account of the investor evidencing that it has sufficient money to launch the tender offer.
  • Appointment of a licensed securities company to act as its agent for the offer.
  • If the acquisition is subject to a filing under the Competition Law of Vietnam, the investor must have obtained a clearance issued by the Ministry of Industry and Trade confirming that the proposed acquisition (as a result of the tender offer) is permitted under Vietnam's Competition Law before submitting the application dossier to the SSC.

2. Launching of the offer:

  • The investor files its application dossier with the SSC. The application dossier must contain, among other things, the prescribed registration form with all the necessary details of the offer, corporate approval of the investor for the offer, the audited financial statement of the last year and/or other documents verifying the financial capability of the investor.
  • The investor needs to concurrently send such application dossier to the target company. Within three working days from receiving the investor's application dossier, the target company has to make public disclosure of such receipt on the company's website and to the stock exchange where its shares are listed.

3. Within 10 days from receiving the investor's application dossier, the BOM of the target needs to give its opinion on the offer in written form to the SSC and also disclose the same to the shareholders of the target company.

4. Within 15 days from receiving a valid and complete dossier, the SSC has to confirm its acceptance/refusal to the offer by sending the offeror a written dispatch.

5. Within seven working days from the date the investor receives the opinion of the SSC that the application for tender offer has been complete, the investor will need to make a public announcement regarding its tender offer, for at least three days, on the investor's website (if any), the website of the tender offer agent and the website of the stock exchange (if the target company is listed on any stock exchange). After the offer is publicly disclosed, the investor can no longer withdraw the offer, except in certain limited circumstances permitted by the Securities Law 2019 and which have been indicated in the tender offer registration dossier.

6. Launch of the acceptance period:

  • Start: at least three days after the day the public disclosure is made following the SSC's approval.
  • Duration of the offer: not less than 30 trading days and not more than 60 trading days, during which acceptance of the offer and completion of the share transfer procedures (for example, making the payment to the seller, transferring securities to the investor and recording the shares ownership with the Vietnam Securities Depository) should be completed.

7. The securities company engaged as the agent for the investor executes the offer process by receiving subscription for sale from the current shareholders, allocating the subscription for sale and working with the Vietnam Security Depository for settlement of the sale.

8. Unless the tender offer is made with a view to acquire all shares of the target, re- opening the offer with the same conditions on the price and payment method is required if the investor acquired 80% or more of the circulated shares of the target company.

  • Start: from the completion of the initial offer.
  • Duration: within 30 days.

Within five working days from the last date for receipt of registrations to sell or swap, the investor must notify the SSC and at the same time disclose information about continuing the public tender offer on the websites of the investor (if any), the tender offer agent and the stock exchange (if applicable).

9. Report to the SCC and publication of results within five days of the completion date of the offer.

5.1 Indicative timeline for a public tender offer

Click here to view diagram for Vietnam.