Outstanding content: In order to carry out a successful M&A deal, the buying enterprise needs to pay attention to the accuracy of information, analyze potentials as well as forecast potential risks from the selling enterprise. Therefore, you should actively seek support from brokers, advice from professional departments. If calculated carefully, seize the opportunity in time to make the right decision, M&A will be an opportunity to bring Vietnamese businesses to new heights.
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To carry out a successful M&A deal, the buying enterprise needs to pay attention to the accuracy of information, analyze the potentials as well as forecast potential risks from the selling enterprise. Besides, should actively seek support from brokers, advice from professional departments. If calculated carefully, seize the opportunity in time to make the right decision, M&A will be an opportunity to bring Vietnamese businesses to new heights.

To carry out a successful M&A deal, the buying enterprise needs to pay attention to the accuracy of information, analyze the potentials as well as forecast potential risks from the selling enterprise.
Besides, should actively seek support from brokers, advice from professional departments. If calculated carefully, seize the opportunity in time to make the right decision, M&A will be an opportunity to bring Vietnamese businesses to new heights.
Checking the accuracy of information: In fact, the reported information and data are often hidden by the conflict of interests between the buyer and the seller. Therefore, checking the accuracy of information is the first principle that businesses must follow when conducting an M&A deal. In order for M&A activities to become professional and attractive to investors, legal agencies need to provide guidance and regulations for selling businesses on how to give important and necessary information to investors. to the public, penalties for giving false information, concealing information that is unfavorable to buyers, etc.
Pay attention to the potentials of the business: The value of the business is not only in tangible assets such as machinery, factories, capital, etc., but also in other intangible assets. “The value of an M&A deal increases or decreases depends a lot on intangible assets such as strategy, vision, human resources, brand, exclusive products, listing status …”.

Analyze and forecast risks: The level of success after M&A depends a lot on a clear plan and strategy with anticipated risks of the bosses. Buyers need to be careful with bad debts that aren’t listed on the books, assets that aren’t depreciated when they’re practically destroyed, or cash flows from the sale of fixed assets rather than sales. Besides, the risk of human resources is also an early warning because there are many deals, key officials leave after the merger. It is estimated that the risk ratio for M&A deals can be over 50%. It is not easy for a new business to have a well-functioning apparatus in the post-M&A era.

Rely on intermediaries: Brokers not only establish a “market” for buyers and sellers to meet conveniently, but can also multiply the success of an M&A deal. Therefore, it is necessary to choose qualified, experienced and reputable people to bring high quality services to your business.
Using consulting in specialized stages: This is a measure to overcome the lack of understanding of the law, knowledge in the stages of valuation, restructuring, etc. in enterprises. Legal consultants and lawyers not only provide information, explain the law on M&A, but also give advice to prevent disputes and legal risks during the implementation of M&A activities for businesses. Karma. Consulting organizations will support enterprises in effective restructuring, attracting more investment, healthy corporate finance, determining their direction after the merger…

Effective process for MA activities in enterprises An
effective M&A process for businesses to acquire/merge includes steps: approach to the business to be acquired/merged, legal due diligence, business valuation, negotiation Negotiate terms, sign contracts, change business registrations and deal with “post” M&A issues.
Step 1 – Approach the business:

The parties at the beginning of the deal must determine the exact type of M&A transaction. This helps to properly apply the governing law, mechanism and process for conducting transactions, orienting the setting of terms in the M&A contract; and determine the obligations of information and notification to the management agencies of the parties.
Step 2 – Legal due diligence:

Help the buyer understand the legal status, legal rights and obligations, legal regime for all types of assets, labor contracts, land records, construction, investment … This is the basis determine the legal status and risks when making a business purchase decision. This work is usually done by M&A consultants on behalf of the buyer.
Step 3 – Valuing the business (financial appraisal):

Appraise and draw conclusions about the actual value of the business (both tangible and intangible) in order to offer a fair price and help the two parties get closer to each other to reach an agreement. This appraisal requires expertise of audit firms or independent auditors. Commonly used methods are P/E Ratio, Enterprise Value to Sales (EV/Sales), Replacement Cost, and Discounted Cash Flow (DCF). In which DCF is the most important tool in pricing.
Step 4 – Negotiate:

There is no common template for all M&A transactions, so the parties must fully stipulate the basic terms related to the M&A transaction, setting out the separate requirements, benefits and constraints of the business. , “post-M&A” issues… Otherwise, the M&A contract will lead to internal conflicts when the M&A process ends.
Step 5 – Sign the contract:

This transfer, purchase and sale contract must be approved in writing by the Members’ Council (Limited Company) or the Shareholders’ Council (Joint-Stock Company). The contents of the contract include: the transfer price, the total amount of unpaid debts of the enterprise, the buyer or the seller is responsible for the debts, labor contracts and other contracts signed and unrealized. done…
Step 6 – Change business registration:

To complete this transfer, it is necessary to register with the business registry of the change. The buyer can change the business registration with a number of contents: Change of members, industry…. This transfer of shares or contributed capital is best done in writing certified by the state notary.
Step 7- Post-processing MA:

Handling difficult issues after merging 2 businesses, in the field of human resources, corporate culture, operation and management systems, responsibilities of the seller and the buyer of the business.
Similarly, the MA Process that works well for a sold or merged business takes place with the following steps: Finding the right strategy and partners, Writing a brief to market the company, and organizing a company presentation with partners. potential partners, Select the best partner, negotiate the price terms, Sign the contract and complete the documents.

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