Apolat Legal advised on the merger & acquisition deal of a leading company in the field of exploitation, treatment and supply of clean water03/12/2019 admin
Apolat Legal is the legal advisor of a leading company in the field of exploitation, treatment and supply of clean water in Long An Province, Vietnam (“Target Company“) and shareholders owning shares of the Target Company in the share purchase transaction with the Malaysian Investor (“Investor“).
At the time of opening the deal, the Target Company is the investor, manager, and owner of 02 projects of water treatment plants in Long An Province, Vietnam. In this share acquisition deal, there are 02 critical legal issues: the first issue is whether the Target Company has to change the form of land use from allocation to annual lease when being invested by the foreign investor or not, because, under Vietnamese Law, the foreign-invested enterprise is not allowed to use land in the form of land allocation. On the other hand, it is unclear under current land laws what procedures to follow for the change of the legal status of the land in this specific case; the second critical issue is how to divide the precedent conditions into groups to be completed in each particular stage corresponding to the disbursement progress of the investment capital to ensure the interests of Sell Shareholders and the Target Company as well as increase the success ability of the acquisition.
As a consultant for the Target Company, Apolat Legal has reviewed the internal legal documents as well as the compliance of the Target Company under applicable Vietnamese laws to minimize legal risks that may prevent the share acquisition between the Parties. Besides, Apolat Legal has also participated in negotiation meetings with Investors to provide direct advice at the meeting for representatives of the Target Company, as well as advise on contents of the share purchase agreement between Shareholders of the Target Company and the Investor.