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Volunme ICE-22, Tuesday December 16th, 2008 Mergers and Acquisitions in Knowledge Enterprises (Part 4) 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: Part 1: M&A Investment Opportunities >>> M&A Investment opportunities >>> Selling company opportunities Part 2: Global M&A market >>>Top Global M&A Deals >>> Top Industries: Global M&A Part 3: Vietnam and M&A Tendency>>>Vietnam Economy >>> Vietnam investment market >>> Vietnam and M&A tendency >>>Mergers and Acquisitions in Knowledge Enterprises (Part 4)
M&A AND INTERNATIONAL INVESTMENT CONNECTION
PART 1: M & A INVESTMENT OPPORTUNITIES M&A INVESTMENT OPPORTUNITIES M&A-76 : Sell building materials manufacture plant in Cu Chi
Location
Cu Chi, Ho Chi Minh city;
Business field
Buying and Selling building materials; interior & periphery decoration
Started year
April, 2002
Chartered capital
1.200.000.000 VND
Legal status
Completed
Current status
Effective operating with total 40 workers
Land asset
Land asset has land use right certificate issued by Authority Party including: - 853 m2: has front side closes to Province highway of Cu Chi which is used for warehouse and shop with total construction area is 1193 m2 and 332 m2 used for housing. - 1134 m2: has front side closes to province highway of Cu Chi which is used for enlarging building material shop. - 13.050 m2: 90m front side, 30 km far from Ho Chi Minh city which is used for building material manufacture plant. - 82 m2: used for building house in Tan Phu District, Ho Chi Minh City.
Business strategy
Establish Joint Stock Company, Restructure Company, Enlarge business capacity project to increase revenue up to 30 billion VND in 2009 and affirm brand name in the market.
Strengths
- Known as strong brand name in delivering completed building material, repairing and decorating house. - 10 year experience in this field with skillful staffs.
Transfer type
Shares transfer: maximum up to 49% of shares
Transfer price
Negotiable
ICE’s rate SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 2
M&A AND INTERNATIONAL INVESTMENT CONNECTION
M&A-77: Sell Agricultural Processing Product plant in Buon Ma Thuot – Daklak City
Location
Buon Ma Thuot – Dak lak City
Business field
Buying and processing coffee and agricultural products.
Started year
2007
Chartered capital
7.000.000.000 VND
Enterprise pattern
Limited Company
Current status
Effective operating
Total area
10,767 hectare
Warehouse and land
- 50 year renting land, 15 years tax exemption - Solid warehouse with total area 7500 m2
General information
Owns: - Modern self-contained machine to produce peanut; - Perfect infrastructure setting ( water and electricity); - Convenient transportation condition; - Large drying ground with total area 10,767; - Large warehouse with capacity for 10.000 tons of corn, 15.000 tons of cassava, 7.000 tons of coffee.
Strengths
- Factory located in Dak Lak Industrial zone, which is the biggest agricultural area of Vietnam. Annual production output is 100.000 tons production. This is the potential input material for the factory. - Closes to Ho Chi Minh center; - Convenient transportation condition
Transfer type
Total transfer
Transfer price
15 billion VND
ICE’s rate
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 3
M&A AND INTERNATIONAL INVESTMENT CONNECTION
M&A-78: Sell company operating in real estate in Hanoi
Location
Hanoi
Business sector
Real estate
Legal status
Good
Financial status
Clear and healthy
Strengths
- Good revenue - Experienced staffs
Transfer reason
Changing business direction
Transfer type
Legal personality
Transfer price
40 million VND
ICE’s rate
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 4
M&A AND INTERNATIONAL INVESTMENT CONNECTION
SELLING COMPANY OPPOTUNITIES M&A- 79: Want to buy enterprise operating in real estate sector in the South of Vietnam
Investor Overview
Is one of the biggest Real Estate Company in Ho Chi Minh city, now we would like to acquire companies in the same business field as followings: + Distributing real estate products + Consulting and Designing Project design + Supplying building materials and interior decoration.
Location
Ho Chi Minh city, Dong Nai, Long An, Binh Duong, Ba Ria- Vung Tau, Binh Thuan
Expected field
Trading, Distributing and Marketing Real Estate products
Legal status
Good
Operating status
Effective operating
Business strategy
Potential
Financial status
Clear and Healthy
Requirements
SMEs is preferable
Co-operation pattern
Shares transfer (60%)
Acquire price
30 billion VND
ICE’s rate
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 5
M&A AND INTERNATIONAL INVESTMENT CONNECTION
M&A- 80: Want to buy bottled manufacturing plant in Ho Chi Minh City
Location
Ho Chi Minh City
Business sector
Alcohol and Soft drinks
requirements Legal status
Completed
Current status
Effective Operating
Financial status
Clear and healthy financial statements, no bad debts,
Requirements
-
Clear and healthy financial status Has distribution channels
Co-operation pattern
Acquire total
Acquire price
Less than 3 billion VND
ICE’s rate
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 6
M&A AND INTERNATIONAL INVESTMENT CONNECTION
PART 2: GLOBAL MARKET M&A
Pepsi CEO sees no new U.S. beverage acquisitions
( Source: Reuters)
PepsiCo Inc has enough new soft drinks in its development pipeline so that it is unlikely to make any North American soft drink acquisitions in the current economy, its chief executive said on Monday. "I would like us to not make any more North American beverage acquisitions," CEO Indra Nooyi said at a beverage industry conference in New York. Since PepsiCo has significantly stepped up its research and development budget for 2009 and beyond, it is likely to be able to produce any type of drink on its own that would be worth acquiring, she said. "We have a great lineup of products ... I don't believe there is a product for which the R&D guys don't have a fabulous solution on the shelf, which I've tasted," she told reporters on the event's sidelines. By developing products in-house, Nooyi said the company can incubate the brand and increase its distribution slowly and steadily. It can also save money, she said. "I'll tell you, there are very few big acquisitions that really pay off in a significant way," Nooyi said. Some categories that could see growth ahead include sports drinks, enhanced water drinks, and drinks for baby boomers, Nooyi said. In addition to soft drinks including Gatorade sports drink and Tropicana juice, PepsiCo also owns Frito-Lay snacks and Quaker Oats. Nooyi said if the right North American snack company "came along," she might consider it.
New Goldcorp CEO to look at M&A, no stock issues
( Source: Reuters)
Goldcorp's incoming chief executive, Charles Jeannes, said on Friday the gold producer will focus on its key development projects and could make acquisitions, but will not issue stock or take on debt. Speaking in an interview after the company announced he will take over from current CEO Kevin McArthur in the new year, Jeannes said not to expect any changes in the company's strategic direction. "We've always been a company that has grown by both a combination of organic growth and exploration at our site and smart acquisitions, and we'll continue to look for those acquisitions," he said. (Reporting by Cameron French; editing by Peter Galloway)
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 7
M&A AND INTERNATIONAL INVESTMENT CONNECTION Top Global M&A Deals Target
Acquiror
Value ($M)
Itinere Infraestructuras SA
Citi Infrastructure Partners LP
10,013.6
Constellation Energy Nuclear
EDF Development Inc
4,500.0
Consortium led by Banco Santander and
2,764.0
Group LLC Metrovacesa SA
Banesto and BBVA and Banco Popular and Banco de Sabadell and Caja Madrid PowerSeraya Ltd
Sabre Energy Industries Pte Ltd
2,353.4
Mentor Corp
Johnson & Johnson
1,122.6
Aer Lingus Group Plc
Coinside Ltd
666.1
Canary Wharf Group PLC
Brookfield Europe LP
658.0
Northbridge Financial Corp
Fairfax Financial Holdings Ltd
555.5
Westlink Motorway Ltd
Western Sydney Road Group
527.3
Chevy Chase Bank FSB
Capital One Financial Corp
525.9
Top Industries: Global M&A Industry
No. of Deals
Value ($M)
Grand Total
8,543
524,988.0
Financials
1,625
239,215.0
Industrials
1,948
84,812.9
Utilities
270
37,951.4
Energy
346
33,429.4
Non-Cyclical Consumer
661
26,704.1
Basic Materials
823
24,454.3
Telecommunications Services
163
24,056.2
Technology
898
21,295.0
Healthcare
472
17,572.9
Goods / Services
(Source: Reuters) SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
[email protected] Website:www.vni-connection.com
Page 8
M&A AND INTERNATIONAL INVESTMENT CONNECTION PART 3: VIETNAM AND M&A TENDENCY- Merger & Acquisition in knowledge Enterprises (Part 4)
Vietnam Economy WB lowers Vietnam growth forecast, points out economic resilience
Vietnam is forecast to post economic growth of 6.5% in both 2008 and 2009, lower than earlier predictions, the World Bank said in its semi-annual report released Wednesday. In April, the WB forecast 8% growth for the Southeast Asian country this year and 8.5% next year. But the international lender’s latest report is more optimistic than the International Monetary Fund’s recent forecast of 5% for next year. For this year, the WB report predicted 6.7% growth for Cambodia, 6.0% for Indonesia, 7.0% for Laos, 5.5% for Malaysia, 4.0% for the Philippines, and 4.6% for Thailand. The document wrote that Vietnam’s performance in 2008 demonstrated the resilience of its economy. “After three years of real GDP growth above 8 percent, the pace of economic expansion slowed in the first 10 months of 2008, largely reflecting the impact of the authorities’ stabilization package.” The WB said inflows of foreign direct investment have remained robust so far. FDI approvals for the first 10 months of 2008 reached a record level of US$59.3 billion, equivalent to about two-thirds of GDP. Disbursements in 2008 are forecast to amount to about $11 billion, up from $8.1 billion in 2007. The current account deficit has begun to decline after surging sharply in the first half of 2008, reflecting slowing import growth because of the authorities’ austerity measures and robust export growth, the report wrote. For the year as a whole, however, the current account deficit is still likely to widen from 10 percent in 2007 to 13 percent of GDP in 2008 before declining in 2009. The report said the Vietnamese government is currently preparing a stimulus package to face the global downturn. The package is organized around five groups of measures: promoting production and exports, supporting consumption and investment, further loosening the financial and monetary stance, reducing poverty and providing social welfare, and strengthen public sector management at all levels. “The fiscal implications of this package are still unclear, but an increase in expenditures can be anticipated. Current discussions set the additional level of expenditures at around one billion dollars, or roughly one percent of 2008 GDP,” the WB report wrote.
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
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Page 9
M&A AND INTERNATIONAL INVESTMENT CONNECTION
Vietnam Investment Market Vietnam, Poland to prioritise maritime cooperation
Deputy Prime Minister Nguyen Thien Nhan and his Polish counterpart, W. Pawlak agreed that Vietnam and Poland should give priority to projects on shipbuilding, including training personnel in this industry and opening a maritime school in Vietnam.
( Source: VNA) The two deputy PMs also held that both countries should carry out negotiations
discussing detailed conditions regarding the efficient use of Poland’s credits worth hundreds of millions of USD for Vietnam. The deputy PMs shared their same views that economic and trade ties between Vietnam and Poland have witnessed a dynamic development over recent years. This year’s bilateral trade is expected to surpass 500 million USD, fulfilling the target set for 2010 by the two PMs during PM Nguyen Tan Dung’s visit to Poland in late 2007. They also said that more focus should be placed on the sectors of traditional cooperation, such as scientific research, relic restoration, mining and environmental protection. While in Poland to attend the 14 th United Nations Conference on Climate Change in Poznan between Dec. 9-14, deputy PM Nguyen Thien Nhan visited the Poznan University, the sole university in Poland offers Vietnamese language training. The deputy PM also met with nearly 100 representatives of the Vietnamese community in Poland, which numbers nearly 30,000. Deputy PM Nhan wrapped up his visit to Poland on Dec. 14.
US firms seek Vietnam franchises
US’s fifth largest pizza chain, Round Table, and two other restaurant chains, The Melting Plot and Carl’s Jr. began looking for Vietnamese franchise partners December 11. The US restaurants are looking for businesses to invest between VND5-85bn ($300,000-5,000,000).
( Source: SGGP)
Round Table Pizza owns 500 restaurants and The Melting Pot has developed over 130 fondue restaurants in US. Carl’s Jr. specializes in fast food, including hamburgers and sandwiches. Two other US companies in the fields of information technology and children toys are also in the country looking for business partners.
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
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Page 10
M&A AND INTERNATIONAL INVESTMENT CONNECTION
Hungarian ambassador views Vietnam as good choice for investors
Vietnam, as a new emerging market, will be a logical choice for Hungarian investors and traders in the context of global economic downturn. Hungarian Ambassador to Vietnam, Vizi Laszlo, made the affirmation at a meeting in Hanoi on December 15 with local reporters, Vietnamese Ambassador to Hungary Nguyen Quoc Dung and representatives of Hungarian businesses in Vietnam. Ambassador Vizi Laszlo said Hungarian businesses wish to increase their pharmaceutical and farm products in Vietnam while establishing bilateral cooperation in the fields of tourism, science and technology, mechanical engineering, water and waste treatment, and environmental protection. He recalled the Indochina conference held in Budapest last November, saying it revealed a great potential untapped in the two countries’ relationship. In 2007, the two countries’ two-way trade reached US$85 million, up 58 percent compared to 2006.
Bac Ninh lures foreign investment
Northern Bac Ninh Province has so far this year granted investment licences to 61 foreign direct investment projects worth a total of US$1.34 billion, a record-setting number for the province. "We now have many priority policies to attract investors. We encourage investors to pour capital into industries which bring high value and not affect environment," said Nguyen Quang Thanh, head of the foreign trade sector under the provincial Department of Planning and Investment. The province has attracted an increasing number of FDI projects with an increasing amount of investment capital over the last few years. In 2007, the province attracted 28 projects which all cost $530 million. The number in 2006 was 27 projects with investment capital of only $219 million, according to a report from the department. Since 2006 to the middle of this year, the province’s industrial zones have attracted 123 FDI projects with total capital of $1.8 billion. Outside the zones, the province attracted 28 FDI projects. During this time, about 12 branches and offices of domestic and foreign companies have been opened in the province. Bac Ninh can now afford to construct new industrial areas. This year alone, three industrial zones including Viet Nam Singapore Industrial Park (VSIP), IGS and Que Vo 2 were constructed. Infrastructure has been upgraded to meet the needs of the new complexes. Next year, there are plans to build two additional industrial zones. Some measures taken to reach this new investment record in the province include various promotional activities, as well as streamlined administrative procedures and better policies, according to Thanh.
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
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Page 11
M&A AND INTERNATIONAL INVESTMENT CONNECTION
VIETNAM AND M & A TENDENCY Re-insurer acquisition called ‘Best Vietnam Deal 2008’
Swiss Re’s 79 million USD acquisition of a 25-percent stake in the Vietnam National Reinsurance Corporation (VinaRe) has been named Best Vietnam Deal for 2008 by Finance Asia, a Hong Kongbased publication that presents achievement awards for the region each year.
( Source: VNA) The awards, known worldwide, recognize ‘deals’ as including equity offerings, mergers and acquisitions or a bond issue on Asian stock market.
The Swiss Re acquisition was notable as the first major strategic investment by a global player in Vietnam’s reinsurance sector, the magazine said. “Swiss Re, a global reinsurer operating in 25 countries, had already had a business relationship with VinaRe for more than a decade, but with the investment that relationship expanded to include Swiss Re offering the Vietnamese company technical assistance across all its businesses, with a focus on further enhancing its reinsurance capabilities,” wrote the magazine. According to Finance Asia, the deal also helped solidify Credit Suisse’s position as the leading investment bank in Vietnam. The magazine also noted the participation of the legal advisors to the deal, which included local firm Vision Law and foreign law firm Russin & Vecchi. Recognition as part of the Best Vietnam Deal 2008 should also help promote the domestic reinsurance market to overseas investors, VinaRe said on its website. In addition to the Swiss Re-VinaRe deal in Vietnam, the magazine also recognised Chinalco’s 14 billion USD acquisition in Rio Tinto in China, Estisalat’s 900 million USD acquisition in Swan Telecom in India , and Petronas’ 2.5 billion USD acquisition in the Gladstone LNG project in Malaysia. Mekong Capital Gas Holdings
Sells
Saigon Vietnam-based private equity firm Mekong Capital has sold Saigon Gas Holdings to gas and oil giant Total. Saigon Gas is an LPG distribution company in Viet Nam which provides bulk LPG to industrial customers. The Mekong Enterprise Fund invested in August 2005 and since then Saigon Gas’s revenues have grown by 176%, according to the firm. Chris Freund, managing partner of Mekong Capital, said ‘We are very pleased by the sale of Saigon Gas to a strategic investor who will continue to expand the business. This transaction also demonstrates that multinational companies continue to be interested to expand their presence in Vietnam, including through M&A transactions. We acknowledge Total for their strong execution capability and for their professionalism, and we believe that Saigon Gas is in good hands.’ The $18.5m Mekong Enterprise Fund is a private equity fund focusing on investments in private Vietnamese businesses. The fund was launched in 2002 and has invested in ten private companies. In early 2009, Mekong Capital plans to launch the Mekong Enterprise Fund III. (AltAssets)
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
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Page 12
M&A AND INTERNATIONAL INVESTMENT CONNECTION
Mergers and Acquisitions in Knowledge Enterprises (Part 4) Perceptions The second piece of the puzzle is perception. Prior to any M&A, employees carry strong perceptions of their acquisition partner, including views regarding market image and the competitive history that existed between the two organizations prior to the acquisition announcement. These strong perceptions have a great deal of influence on all phases of an acquisition, as well as the effective transfer of knowledge and promotion of corporate entrepreneurship after an acquisition. The M&A process is typically split into three phases, pre-combination, combination, and post-combination. Our research has shown that employee perceptions in the pre-combination phase, while both organizations are still in discussion, affect the ability of these same employees to accept and “make sense” of the M&A during integration or the combination phase. Although the pre-combination phase of an acquisition typically only involves senior managers, most employees have already developed perceptions of the other company. These perceptions can be quite detailed and complex as employees may have knowledge about the other company through direct competitive experience, industry analysts, the popular press, and even friends and colleagues who have work experience with the partner. After negotiations are complete and the company begins the integration process, employee perceptions play a key role in process effectiveness. If employees from both companies carry positive perceptions of the other company in regards to competitive history and general market image, it is much easier for them to understand the reason for the merger and recognize the benefits that the combination will bring. If employees from one or both companies carry negative perceptions going into the combination phase, it can have a devastating effect on management efforts to effectively integrate both companies. Employees with negative perceptions will have difficulty making sense of the merger and recognizing its benefits. Positive or negative perceptions of the merger, as well as the ability to make sense of the merger itself, can affect the willingness of employees to pursue behaviors that fuel corporate entrepreneurship. These behaviors include building relationships, sharing knowledge and information, and leveraging resources with organizational members from the acquisition partner. The sharing of knowledge and information, especially in technology driven mergers, is a critical part of success. Knowledge transfer occurs throughout all three phases of a merger and is often driven by so-called “Knowledge Transfer Individuals” mentioned above. These individuals are a key part of the integration process and exhibit the boundary-spanning, entrepreneurial behavior that is a key factor for successful knowledge transfer. KTI’s have the ability to influence perceptions in the pre-combination phase. Their ability to understand and make sense of the merger from a strategic perspective, along with their ability to think beyond the direct scope of their job, allows them to make sense of the merger and move quickly to acceptance and involvement. This acceptance and involvement leads to actions in the post-combination phase that will help drive corporate entrepreneurship…
(ICE: Collection)
SUCCESS PROMOTION – COMPANY VALUE ENHANCEMENT 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 NewsLetter via e-mail. All right reserved. Tel:+84-43-6227724 Email:
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Page 13