Application and procedures for tender offer in Vietnam

Regarding this matter, LawNet would like to answer as follows: 

1. Newest regulations on application for tender offer in Vietnam

According to the provisions of Article 85 of Decree 155/2020/ND-CP on application for tender offer in Vietnam:

(1) In case the offerer pays with money, the application shall contain:

- The application form No. 23 in the Appendix of Decree 155/2020/ND-CP;

Form No. 23: Download 

- The information disclosure sheet form No. 24 in the Appendix of Decree 155/2020/ND-CP;

Form No. 24: Download 

- A decision of the competent authority of the applying organization to approve the tender offer;

- The written confirmation of payment guarantee between credit institution and the offerer, or the confirmation that the bank account of the applicant has been frozen in order to ensure that the offerer has sufficient funds for tender offer. These documents shall be sent to SSC before it issues the notice of receipt of adequate documents;

- The securities company’s written confirmation that it is the tender offer agent;

- A document of National Competition Committee about economic concentration in case the tender offer causes the level of economic concentration to be subject to notification.

(2) In case tender offer with shares, the application shall contain the documents specified in Article 54 of Decree 155/2020/ND-CP.

At the same time, public offers to buy shares and closed-end fund certificates need to comply with the following principles:

- The tender offer shall ensure fairness among shareholders of the target company and investors of the investment fund.

- The tender offer parties shall be provided with adequate information to decide their purchase of shares/closed-end fund certificates.

- Respect the right to autonomy of shareholders of the target company and investors of the investment fund.

- The organization or individual that makes the tender offer (hereinafter referred to as “offerer") shall appoint a securities company as the tender offer agent.

Therefore, the registration dossier for a public offering of shares or closed-end fund certificates needs to include documents such as:

- The application form for tender offer (Form 23);

- The information disclosure sheet (Form 24);

- A decision of the competent authority of the applying organization to approve the tender offer;

- The written confirmation of payment guarantee of or the confirmation that the bank account of the applicant has been frozen;

- The securities company’s written confirmation that it is the tender offer agent;

- A document of National Competition Committee about economic concentration...

2. Order and procedures for tender offer in Vietnam

Tender offer means the occasion when an organization or individual purchases all or part of the voting shares of a public company or closed-end fund certificates of a closed-end fund in accordance with regulations of law

To ensure compliance with the law and protect the interests of related parties, organizations and individuals intending to make a tender offer need to properly follow the procedures for tender offer as prescribed in Article 86 of the Decree 155/2020/ND-CP as follows:

Step 1: The offerer shall submit the application for tender offer to SSC, the target company/the target investment fund management company.

Step 2: Within 03 working days from the receipt of the application, the target company/the target investment fund management company shall disclose information about the receipt of the tender offer on its website and the Stock Exchange’s website.

Step 3: Within 15 working days from the receipt of the satisfactory application, SSC shall announce the receipt of the satisfactory application on its website. In case the application is rejected, SSC shall make a written response and provide explanation.

Note: The regulations in step 3 does not apply in case shares are issued for tender offer as prescribed in Article 53 of Decree 155/2020/ND-CP.

Best regards!

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