VIETNAM TRAINING
WORKSHOP
ON
M&A EVALUATION SKILLS FOR
COMPETITION AUTHORITY
OFFICIALS
Ha Long Bay, Vietnam, 13 & 14
August 2005
M&A TRAINING
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TOPIC.
‘CO OPERATION & CO ORDINATION WITH THIRD
PARTIES, OTHER STATE AGENCIES OR
COMPETITION AUTHORITIES IN OTHER
COUNTRIES”
PRESENTED BY,
AUSTRALIA.
HANK SPIER, SPIER CONSULTING ,
M & A TRAINING
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Merger analysis needs timely information.
In most jurisdictions there are time limits, in
Vietnam 60 days.
Information has to be up to date and practical,
not simply theory.
Merger regulators need assistance from others.
The initial information comes from the merging
parties but more is usually needed .
Further information from the parties needs to be
checked with others.
M & A TRAINING
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Under Vietnamese merger law the
essential issues are,
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1.The market.
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2.The concentration level in the market.
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3. Do any exemptions apply?
M & A TRAINING
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The market.
1. What is the product, what are its
substitutes.
2. Are we looking at product ,
geographical or functional markets?
3.What is likely to be the answer to (1)
and ( 2 ) over the coming years?
M & A TRAINING
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1.
2.
3.
4.
5.
6.
7.
8.
9.
Markets – information sources.
The parties
The market place- competitors, suppliers, customers.
Studies done by other Government bodies.
Studies done by any non Government bodies such as
Universities.
Your own files.
Information from other Government bodies , such as
industry Departments, Customs, Statistics. Pricing
bodies.
Overseas counterparts.
Library searches
Your own staff.
M & A TRAINING
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CONCENTRATION- information sources.
The Same as for markets but you will need more information
relating to the size of the business after the merger.
This may be more difficult as much will be seen to be confidential
by those that have the information.
It will often be hard to get accurate information and you may have
to make an educated guess. The problem with a set % is that
some will fall just under and others just over. Your information
sources will be sensitive to that.
I understand that the Vietnamese market is currently
characterized by monopoly and oligopoly. This may be changing
but slowly.
That being the case most mergers are likely to breach the 50%
threshold.
M & A TRAINING
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Exemptions- information needs.
Again similar to before but probably a different emphasis . More
emphasis on the likely positive aspects that may flow from the
merger. You are past the initial assessment stage .
The focus will be on those who can give information about the
economic or social benefits of the merger and that may talking
more to social policy agencies as well as economic agencies .
Further you may want an expert in a university to provide view on
the exemptions issue.
If as stated above most mergers in Vietnam are likely to breach
the 50% threshold then the Exemption issue will be the most
critical in most cases.
M & A TRAINING
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Other Government agencies.
1.Often not keen to assist but that changes over
time.
2. Concern about “confidentiality”
3. Concern about giving “inaccurate” information.
4.Need to establish protocols with the agencies
mostaffectedincluding“confidentilialty”safeguards.
.There will be cases with agencies will be
assisting the parties to the merger and will
resent your interference.
M & A TRAINING
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OTHER GOVERNMENT AGENCIES- overlapping jurisdiction.
There is sometimes an issue of other government agencies
having a over lapping roles, e.g.. The Treasury approving
mergers in the financial sector.
This requires careful co ordination and perhaps protocols.
Also it may be appropriate to co ordinate decisions where
the timetable makes that possible.
This situation is not unusual in many jurisdictions but needs
to be recognized and avoid conflict.
M & A TRAINING
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OVERSEAS COMPETITION AGENCIES.
These can be very helpful. Especially regional ones who have
similar markets and companies.
The older ones can be helpful too as they will have had your
experience.
Contacts can be formal and informal.
In many cases there will be co operation agreements /Treaties .
Informal through the telephone and internet.
It is good to meet your counterparts and develop contacts.
There will be issues of confidentiality but they may be able to be
overcome and worked around.
There will be language barriers.
Business does not like this co operation unless it helps them.
M & A TRAINING
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OVERSEAS COMPETITION AGENCIES
However always use overseas information as a guide. We are all
different .
Often the same agencies are looking at the same matter at the
same time or shortly after each other. Co ordination is needed in
those cases for good administration and also that the parties to
the merger do not play on off against the other.
The ICN , the OECD, UNCTAD and others will foster international
co operation but at the end of the day it is up to you.
Remember you are part of an international network and you
should use it.
Overseas agencies will usually be very helpful and if one cannot
try another.
Further former staff on international agencies are happy to assistoften at no charge.
Co operation with overseas agencies will be critical on the
increasing number of multi jurisdictional mergers. Some of which
will affect Vietnam.
M & A TRAINING
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CONCLUSION.
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MERGER WORK IS USUALLY UNDER PRESSURE AND HAS
TO LOOK TO THE FUTURE TO A LARGE DEGREE.
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CONSEQUENTLY YOU NEED TO USE ALL SOURCES OF
INFORMATION THAT YOU CAN, THINK LATERALLY .
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YOU DO NOT HAVE TIME TO DO ALL THE RESEARCH
YOURSELF .