TABLE OF CONTENTS

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M.Thu 1. Deal implementation (IV) 11/10 ●

2. Outcomes and benefits (V)

L.Đan 1. Deal implementation (IV) 11/10 (Nội dung) ●

2. Slide 13/10 (Slide)

B.Trang 1. Overview of coffee industry (I) 11/10 (Nội dung) ●

2. Highlight nội dung => slide 12/10 (Word)
3. Word 13/10 (Slide)

T.Hằng 1. VCF profile (II) 11/10 (Nội dung) ● Thuyết trình

2. Lesson (VI)

T.Sơn 1. Masan profile (III) 11/10 ● Thuyết trình

2. Introduction + Conclusion

14/10

INTRODUCTION
The merger and acquisition (M&A) deal between Masan Group Corporation and
Vinacafé Biên Hòa Joint Stock Company marks a significant event in Vietnam's
corporate landscape. Masan Group, a leading conglomerate in Vietnam with a
strong presence in the fast-moving consumer goods (FMCG) sector, acquired a
majority stake in Vinacafé Biên Hòa, one of the country’s largest and most iconic
instant coffee producers. Vinacafé Biên Hòa is well-known for its long-standing
presence in the beverage market, with a product line that resonates with both
domestic and international consumers.

The deal, which took place in 2011 and 2012, involved Masan Consumer Holdings,
a subsidiary of Masan Group, increasing its ownership stake in Vinacafé Biên Hòa.
This acquisition aimed to expand Masan's footprint in the Vietnamese beverage
sector and integrate Vinacafé's robust distribution network and brand equity into
Masan’s diversified portfolio. Both companies are headquartered in Vietnam,
making this a significant domestic transaction that reflects the consolidation trends
within the country's rapidly growing FMCG industry. The M&A allowed Masan to
strengthen its dominance in the consumer goods market while leveraging Vinacafé
Biên Hòa’s well-established brand to tap further into the coffee market, both
domestically and abroad.

The following sections of this report will primarily focus on analyzing the context
and process of the M&A deal during 2011 and 2012, covering the motivations
behind the transaction, its strategic implications, and the impact on both companies
involved.
I. Overview of coffee industry
1. Coffee industry in the world
1.1. Coffee industry in the world in 2011 and 2012
In 2012, the global coffee market was valued at approximately 81 billion USD.
The market experienced steady growth driven by the increase in coffee consumption in
traditional markets such as North America and Europe, as well as rising demand in
emerging markets like China, South Korea and Brazil. The industry was growing at a
compound annual growth rate of 5.5% at the time. Coffee prices were highly volatile in
2012, arabica coffee prices averaged around 1.60 USD per pound in 2012, down from the
2011 highs of over 3 USD per pound. The dip in prices followed a production surge in
major producing countries, such as Brazil and Colombia, which led to oversupply.
Brazil remained the world’s largest coffee producer, contributing nearly one-third
of the global supply. Meanwhile, Vietnam is the largest producer of Robusta coffee, used
mainly for instant coffee. Its coffee production has been growing rapidly due to the
development in farming techniques and the expansion of coffee plantations. Columbia,
Indonesia, India, Ethiopia are also among the leading coffee producing countries.
Global coffee consumption reached around 142 million bags in 2012. Europe continued
to be the largest consumer of coffee, responsible for about 34% of global consumption.
Germany and Italy were leading markets, with per capita coffee consumption rates
among the highest in the world. The US remained the second-largest coffee consumption
country, accounting for roughly 22-24 million bags annually, per capita consumption was
around 4 kg per person.
Starbucks remained the dominant coffee chain in 2012, operating over 18000
stores globally and expanding aggressively into markets like China. Nestle also saw
significant growth, capitalizing on the rising popularity of single-serve coffee machines
Dunkin’ Donuts, with over 10000 stores worldwide, continued competing with Starbucks
by focusing on affordability and convenience. Additionally, the third-wave coffee
movement gave rise to specialty brands like Blue Bottle, Intelligentsia, and Stumptown,
which emphasized high-quality, artisanal coffee.
 1.2. Coffee industry in the world at present
The ICO reported that global green coffee exports in the first three months of the
2023-2024 crop year reached 29.2 million bags, up 6.8% year-over-year, reflecting a
return to normal production in countries like Peru and Mexico. However, Indonesia’s
coffee harvest is forecast to drop by 16.6% due to excessive rainfall, and Brazil's drought
may reduce output, pushing prices up. Robusta exports hit a record 4.7 million bags in
December, a 9.8% rise, with Brazil leading the growth, shipping over 0.5 million bags, a
surge of 806.2% from 2022.
On the global market, Robusta coffee futures for March on the London exchange
traded at $3,248 per ton on February 21, up 4% from a month earlier and 47.5% higher
than the same period last year. On February 10, Robusta prices even hit an all-time high
of $3,349 per ton. Arabica coffee futures on the New York exchange ranged between
186-190 US cents per pound ($4,133 – $4,222 per ton), similar to last year.
Graph 1: The near-term Robusta coffee prices on the London exchange from 2023 to
February 22, 2024
Unit: USD/ton

Source: London Exchange

 Graph 2: The near-term Arabica coffee prices on the London exchange from 2023
to February 22, 2024
Unit: USD/ton.

Source: London Exchange

In terms of consumption, global coffee exports in December 2023 rose 13.6%
year-over-year to 12.2 million bags, bringing total exports in the first three months of the
2023-2024 season to 32.4 million bags, up 6.8%. Green coffee exports hit a record 10.9
million bags in December, a 12.6% increase. Brazil’s Arabica exports grew 15% in
December and 7.4% over three months, reaching nearly 11 million bags. Colombian
Arabica exports rose 7.9% in December and 14.3% over three months to 3.2 million bags.
Instant coffee exports surged 25.7% in December to 1.24 million bags, with Brazil
leading the market. In contrast, roasted coffee exports fell by 15% to 0.17 million bags.

2. Coffee industry in Vietnam

Over the past three decades, coffee has played a crucial role in Vietnam’s
agriculture and economy, making the country the world’s second-largest coffee producer
after Brazil and the leading exporter of Robusta beans, which are widely used in instant
coffee production. The industry has generated more than half a million jobs and serves as
the primary livelihood for thousands of households, particularly in rural highland areas.
Coffee exports typically account for around 15% of Vietnam’s total agricultural export
turnover, and in recent years, the coffee sector has consistently contributed over 10% to
the country's agricultural GDP.
2.1. Coffee industry of Vietnam in 2011 and 2012
2.1.1. Vietnam Coffee Market Overview
Annual coffee export volume has consistently achieved high growth rates. In
2011, the export volume reached 1.25 million tons, valued at 2.75 billion USD, marking
an increase of 3.2% in volume and 48.7% in value compared to 2010. By 2012, exports
had risen to 1.73 million tons, with a value of 3.67 billion USD, representing a 37.8%
increase in volume and a 33.4% increase in value compared to 2011.
Despite accounting for nearly 30% of the global traded volume of green coffee
beans, Vietnam's export revenue only accounts for 10% of the total 35 billion USD value
of the global green coffee trade.
2.1.2. Domestic Coffee Consumption
Vietnam's retail coffee market reached USD 127.33 million in 2008 and increased
to around USD 287.34 million by 2012. Mintel predicted that it would grow to USD
573.75 million by 2016.
Vietnam's coffee market is divided into two distinct segments. Ground coffee
accounts for about two-thirds of the coffee consumed, with the remainder being instant
coffee. According to research by the Institute of Applied Marketing (I.A.M) on coffee
consumption habits, 65% of Vietnamese coffee drinkers consume coffee seven times per
week, with a higher proportion being men (59%). For instant coffee, 21% of consumers
use it 3 to 4 times a week, with more female consumers (52%).
Despite this, coffee consumption in Vietnam remains relatively low. Vietnam
processes only about 5% of its raw coffee for domestic consumption, compared to 50% in
Brazil. Vietnam has five instant coffee brands, while Brazil has 20. In terms of ground
coffee, Vietnam has 20 brands, whereas Brazil boasts 3,000 brands.
2.1.3. Production Situation of Instant and Ground Coffee in Vietnam
● Production:
 At that time, Vietnam's coffee industry had only 5 companies processing instant
coffee, with a production capacity of around 35,000 to 40,000 tons, equivalent to 100,000
tons of green coffee beans (accounting for about 5% of the annual green coffee
production).
In retail, there are currently many types of coffee products from various brands
such as Trung Nguyên, Nestlé, Vinacafé Biên Hòa, Maccoffee, Highlands Coffee, Mê
Trang, ... Trung Nguyên offers up to 34 products; Nestlé has 7 products; and Vinacafé
Biên Hòa has 22 products.
However, the market is mainly dominated by three major players: Trung Nguyen,
Nestlé, and Vinacafé Bien Hoa. Trung Nguyen holds 80% of the ground coffee market.
According to Euromonitor in 2012, Nestlé's market share of instant coffee was 33%,
Vinacafé held 32.5%, Trung Nguyên had 18.2%, and other brands accounted for 16%.
The revenue growth rate and operating profit margin of companies processing both
ground and instant coffee were quite high. In 2012, Vinacafé Bien Hoa achieved revenue
of USD 105.2 million, an increase of 33% compared to 2011, with an operating profit
margin of 14.4% (in 2011, it had revenue of USD 78.93 million and an operating profit
margin of 13%).
Table : Revenue and Operating Profit Margin of Ground and Instant Coffee
Processing Companies in 2012

Company Revenue Compared to 2011 Operating Profit

(million dollars) (%) Margin (%)

Maccoffee 237.7 5.3 9

Vinacafe Bien Hoa 105.2 33 14.4

Nestlé 95000 10.2 15.2

● Export of Ground and Instant Coffee

 According to data from the U.S. Department of Agriculture (USDA), 21,600 tons
of instant coffee were exported from Vietnam in the 2011-2012 crop year.
In 2012, Trung Nguyen generated revenue of USD 50 million from exporting coffee to
the Chinese market.
The revenue from instant coffee exports of Vinacafé Biên Hòa accounted for 8-
10% of its annual revenue, primarily concentrated in two markets: the U.S., which holds
85% of the export market share, and Hong Kong, Taiwan, and China, which account for
15%.
● Import of Instant Coffee
According to USDA data, the amount of instant coffee imported into Vietnam in
the 2011-2012 crop year was 6,000 tons.
Every year, Vinacafé Bien Hoa must import semi-finished instant coffee from
Indonesia to serve its production needs. This is because the current capacity of Vinacafé
Bien Hoa's factories can only meet 50% of the demand for raw materials for instant
coffee production.
2.1.4. Export and Import Situation of Green Coffee in Vietnam
Vietnam has 153 enterprises involved in coffee exports, with only 20 foreign
companies purchasing and supplying coffee to eight major global roasting firms. In the
2011-2012 crop year, foreign direct investment (FDI) enterprises accounted for 45% of
the total coffee production, with significant purchases made by companies such as Nestlé,
which contributed 15% (approximately 250,000 tons), and Nedcoffee, which accounted
for 9% (about 150,000 tons). Notably, the branch of Louis Dreyfus Commodities in Gia
Lai represented over 40% of the total coffee export turnover in the province in 2012,
highlighting the dominance of FDI in the market.
On the domestic front, Intimex Group emerged as the leader in green coffee
exports during the 2011-2012 crop year, exporting 360,000 tons and capturing 21% of the
national coffee export turnover. In comparison, the Vietnam Coffee Corporation
previously held the top position in 2010, exporting 177,902 tons (16.46% of the national
export turnover), while Thái Hòa Group ranked third with 82,951 tons (7.93% of the
turnover). However, between 2010 and 2012, only 30 of the 153 exporting companies
operated effectively, managing to maintain stable annual export volumes. The majority
were trading firms without reserve stocks, which led to continuous losses. Additionally,
small-capital exporting companies struggled to compete with FDI enterprises, and poor
management practices further exacerbated financial difficulties, resulting in significant
losses for larger companies like the Vietnam Coffee Corporation and Thai Hoa Group.
2.2. The coffee industry of Vietnam in the present
2.2.1. Production of the coffee industry in Vietnam
The 2023-2024 coffee harvest has nearly finished, with production forecasted to
drop 10% to 1.6 million tons due to a shift in farmland to durian cultivation. Some
businesses face shortages early in the year, compensating for last season's deficit. About
70% of coffee farmers have sold their harvest, while 30% hold off due to stable finances.
FDI companies are importing coffee to maintain export supplies. While Vietnam's
customs haven't updated import data, Brazil's coffee exports to Vietnam surged 700% in
January/2024, reaching 640 tons.
2.2.2. Consumption of the coffee industry
The coffee industry had a promising start in the first month of 2024 after achieving
impressive growth last year.
Chart: Vietnam's Coffee Exports by Month from 2022 to 2024

(Source: General Department of Vietnam Customs)

 Data released by the General Department of Vietnam Customs shows that
Vietnam's coffee exports in January reached 238,266 tons, generating USD 726.6 million,
an increase of 14.8% in volume and 21.2% in value compared to the previous month.
Compared to January 2023, exports increased by 67.4% in volume and more than
doubled in value by 2.3 times.
This was also the highest monthly export volume for the coffee industry in nearly
13 years, with a record-high export value. Cumulatively, in the first four months of the
2023-2024 crop year (October 2023 to January 2024), Vietnam's coffee exports reached
564,699 tons (equivalent to 9.4 million 60-kg bags), up 20.6% compared to the same
period in the 2022-2023 crop year.
The average export price of coffee in January was USD 3,050 per ton, a 5.6%
increase from the previous month and a 39.6% increase from the same period last year.
The European Union (EU) remained Vietnam's largest coffee export market in the first
month of the year, accounting for 36.8% of market share with a volume of 87,748 tons
and revenue of USD 263.2 million, an increase of 9.6% in volume and 17.9% in value
compared to the previous month.
Chart: The structure of Vietnam's coffee export markets in January 2024.
Unit: %

(Source: General Department of Vietnam Customs)

 Within the EU, coffee exports to Germany reached 26,976 tons, down 3.5%; Italy
reached 22,915 tons, up 35.1%; and Spain reached 16,046 tons, up 34.1%. Coffee exports
to other major markets also recorded positive results compared to the previous month,
with exports to the U.S. and China increasing by over 3%, and particularly to Russia and
Indonesia, which surged by 106% and 233.1%, respectively. In contrast, exports to Japan,
Algeria, and South Korea declined.
2.2.3. Price movement
In the domestic market, coffee prices have continuously reached new highs since
the beginning of the year. As of February 22, the price of Robusta coffee beans in the
Central Highlands ranged from 82,500 to 83,400 VND/kg, an increase of 22% compared
to the beginning of the year and more than 70% compared to the same period last year.
Chart: The price of Robusta coffee beans in the Central Highlands from the beginning
of 2023 to February 22, 2024.
Unit: VND/kg

(Source: General Department of Vietnam Customs)

The 2023-2024 coffee season is experiencing severe supply and demand
imbalances, leading to significant price fluctuations. Major coffee-producing countries
such as Brazil, Vietnam, Indonesia, and India have all been affected by poor harvests,
resulting in a 10-15% decrease in production. Vietnam's coffee exports for the recent
season have dropped to 1.6 million tons, while previous seasons typically achieved 1.8
million tons. Due to last year's poor harvest, inventories in both Vietnam and abroad have
decreased.
However, this situation is not unusual, as similar phenomena occur across all
agricultural sectors. Earlier this year, the International Coffee Organization (ICO)
reported that global Robusta coffee prices have surged to their highest level in 30 years
due to concerns about tightening supplies from Vietnam, the world's largest Robusta
exporter. Vietnamese traders are still holding onto coffee beans, hoping for higher prices,
which further exacerbates existing supply issues.
In addition to the decline in production, the use of raw coffee for roasting and deep
processing activities in Vietnam's domestic market is increasingly rising due to various
investment projects and the expansion of factory capacities. This trend could lead to a
reduction in coffee supply for export soon.
II. Vinacafe Bien Hoa Joint Stock Company (VCF) profile
1. General introduction
Vinacafe Bien Hoa Joint Stock Company is a renowned Vietnamese enterprise
specializing in the production, processing, and distribution of coffee and instant cereal
mix. Established in 1968, the company has grown to become a leading player in the
Vietnamese coffee industry. Its most recognized product is its Vinacafé instant coffee
mix (notably the "3-in-1" coffee), which has become a household name in Vietnam. The
company has expanded its product line to include a variety of coffee-related beverages,
such as roasted coffee and nutritional cereals.
Vinacafe Bien Hoa Joint Stock Company has played a significant role in shaping
the Vietnamese coffee industry and continues to be a driving force in the country's coffee
exports. Its commitment to quality, innovation, and customer satisfaction has solidified
its reputation as a trusted brand both domestically and internationally.
2. Capital increase roadmap
Before being acquired by Masan, Vinacafé Biên Hòa undertook several capital
increase events, particularly during its transformation from a state-owned enterprise to a
joint-stock company.
 In 2004, when Vinacafé Biên Hòa transitioned from a state-owned enterprise to a
joint-stock company, it marked an important restructuring phase, which involved some
capital increases. This move allowed private investors to invest in the company and laid
the foundation for future growth.
In the 2011 period, Vinacafé executed several share issues to raise capital for
business expansion. During this time, Masan Consumer began acquiring shares, gradually
increasing its ownership until it fully acquired the company in 2011
These capital increases were primarily associated with the company’s privatization
and expansion efforts, but there were no significant large-scale capital hikes before
Masan’s acquisition. The company has maintained its charter capital for an extended
period, focusing on optimizing operational efficiency rather than quickly expanding its
capital. This approach has helped the business maintain relatively high financial stability,
with steady revenues and profits.

3. VCF’s shareholder capital structure as of December 31, 2012

As of December 31, 2012, the capital structure of Vinacafe Bien Hoa Joint Stock
Company (VCF) saw significant ownership by major shareholders. At that time, Masan
Consumer Corporation, a subsidiary of Masan Group, held approximately 50.11% of
VCF's shares. Other shareholders included institutional investors and smaller retail
shareholders, but the controlling stake gave Masan substantial influence over VCF's
operations.
4. Business industry
The company's main activities include:
Coffee Production: Vinacafe Bien Hoa processes and produces different coffee blends,
focusing primarily on instant coffee but also offering roasted and ground coffee varieties.
Product Innovation: The company focuses on innovation within the beverage space,
continuously improving its coffee formulations and product packaging to meet evolving
consumer tastes. The “3-in-1” milk coffee product line accounts for a significant share of
its market dominance.
Export Markets: In addition to its strong domestic presence, VCF exports its products to
many international markets, including Eastern Europe, contributing to its status as a
leading Vietnamese coffee brand globally

With over five decades of experience, Vinacafe has a deep understanding of the
Vietnamese coffee market and consumer preferences. The company offers a wide variety
of coffee products, including instant coffee, ground coffee, and roasted coffee beans, to
cater to different tastes. As the company's flagship product, instant coffee is likely to
contribute the largest portion of Vinacafe Bien Hoa's revenue.
Vinacafé Bien Hoa has been recognized as a prestigious national brand and has
intellectual property protection in over 60 countries, cementing its place as a major player
in the global coffee industry. Its business is positioned within the broader food and
beverage sector, and VCF's products are aimed at both the domestic Vietnamese market
and international export markets.
III. Masan Group Joint Stock Company (Masan) profile
1. General introduction
Masan group joint stock company is one of the largest private sector companies in
Viet Nam, operating across various essential industries, including consumer goods, retail,
resources, and financial services. The company was founded in 1996, Masan has grown
to become a leading conglomerate with a strong market presence both domestically and
internationally.
The Group's primary activities include building, acquiring, and managing large-
scale business platforms to tap into long-term potential across various investment sectors.
To date, Masan’s businesses are leaders in their respective economic sectors, including
Masan Consumer in the consumer goods industry, Masan Resources in resource
extraction and production, Techcombank in commercial banking, and many other
subsidiary companies.
2. Masan’s shareholder capital structure as of December 31, 2012
In 2012, a significant portion of Masan's shares was held by its founding members
and executive management team by approximately 49.14% which helped maintain the
control over the company's strategic direction. One of the prominent investors in Masan
during this period was KKR & Co., a global private equity firm that invested in Masan
Consumer in 2011. KKR increased its stake to 10% in 2012, with its total investment in
Masan reaching approximately $359 million at the time. The remainder of the shares
were distributed among various public and institutional investors.
3. Business industry
Masan Group operates across multiple industries with a focus on sectors that are
essential to the everyday lives of customers. The main industries that Masan Group
operates are:
Consumer Goods (Masan consumer holding): This segment focuses on fast-moving
consumer goods, including food, beverages, and personal care products. Masan owns
iconic Vietnamese brands like Chin-su, Nam Ngu (fish sauce), Vinacafe and Omachi
(instant noodles). The company dominates the market in various categories especially in
seasonings.
Retail (WinCommerce): Masan’s retail arm operates a nationwide network of
supermarkets and convenience stores under WinMart brands. The retail business focuses
on providing daily essential goods and groceries through both physical stores and online
platforms.
Meat (Masan MEATlife): This division is involved in the production of fresh meat and
processed meat products. The company has integrated its supply chain, from animal feed
production to farming, slaughtering and distribution, aiming to deliver safe and high-
quality meat products to customers. The brand MEATDeli is central to this business.
Resources and mining (Masan High-Tech Materials): this segment engages in mining
and processing critical materials, particularly focusing on tungsten and other rare
minerals. Masan is one of the largest tungsten producers globally, contributing to
industries such as electronics, automotive and oil, gas. The acquisition of Nui Phao
mining company has positioned Masan as a leading player in the high-tech materials
space.
Financial services (Techcombank): Through its partnerships and investments in
Techcombank, one of Vietnam’s leading commercial banks, Masan has a presence in the
financial services industry. The company leverages Techcombank’s financial capabilities
to support its ecosystem, providing financial solutions to customers and businesses.

IV. Deal implementation

1. Vinacafe Bien Hoa
In the fierce competition with brands Nestlé, Trung Nguyen, Ajinomoto Vietnam,
Vinacafe continues to hold a top position. As a pioneering enterprise in instant coffee
production, Vinacafe boasts significant experience in processing, new industries, and a
skilled team of technicians with the expertise to create distinctive flavors, enabling it to
withstand the challenges posed by competitors and generate stable, sustainable profits.
From 2008 to 2010, Vinacafe achieved an average annual growth rate of 22.8%. In terms
of sales volume, the company experienced an average increase of 14.5%, outpacing the
average growth of similar products at just 11.3% (according to the VCF Annual Report
2011). Between 2008 and 2011, VCF instant coffee consistently maintained a market
share exceeding 30%, securing its position as the leading brand in the market.

VCF Performance

2008 2009 2010 2011 2012

ROA (%) 27,07 30,8 26,64 27,3 30,1

ROE (%) 31,4 34,5 31,12 32,4 35,6

(Source: VCF financial report)

In 2010, Vinacafe recorded revenue of about VND 1,800 billion and net profit of
VND300 billion. The company has maintained stable growth with an annual revenue
growth rate of 22.8% during the period 2008 - 2010. With consistently high ROA and
ROE that surpass competitors, it’s clear that VCF's strategy of concentrating on
processed coffee products is highly effective. Additionally, the company's minimal debt
levels contribute to its stable and robust financial health. Vinacafe stands out as a strong
player in the coffee sector in Vietnam, boasting significant market share, a reputable
brand, and a long-term vision. These compelling attributes have attracted the attention of
Masan, highlighting Vinacafe’s potential in the industry.

2. Masan Group
Masan Consumer is a subsidiary of Masan Group, focusing on the production and
distribution of various food products, including instant noodles, soy sauce, and fish sauce.
Its product range encompasses soy sauce, fish sauce, chili sauce, instant noodles, instant
coffee, instant cereals, and bottled beverages. In recent years, after establishing a strong
presence in traditional markets like instant noodles and dipping sauces, Masan has begun
investing in real markets and pursuing M&A deals as part of its strategy to diversify
across multiple industries.

Year Units 2009 2010 2011

Cash and cash equivalents million 1,123.616 3,395.575 9,573.953

Total assets million 1,123.616 21,129.538 33,672.819

Proportion % 16.01 16.07 28.34

(Source: MSN financial report)

By the end of 2010, Masan owned a huge cash of nearly 3,400 billion. Not only
that, in the period 2008-2010 Masan also mobilized a large amount of capital from
international financial institutions.
In 2011, Masan and its subsidiaries had up to 9,574 billion VND in cash and cash
equivalents, an increase of more than 4 times compared to the beginning of the year. The
reason is that the amount of cash increased, in addition to profits from business activities,
also due to attracting a large amount of capital from foreign investors. With abundant
cash, Masan spent 1.2 billion USD to own 50% of Vinacafe Bien Hoa shares.
Before Masan officially offered to publicly buy VCF, in April 2011 KKR & Co
Investment invested 159 million USD in Masan, causing Masan's financial potential to
increase sharply, ready for an "elephant hunt". At the same time, because Masan holds
too much capital in hand, it also has to find ways to invest to optimize its profits.
Before the acquisition of Vinacafe, Masan Group demonstrated significant
strengths across various sectors, especially in the consumer goods industry. Masan
Consumer, a subsidiary of Masan Group, established its leading position in the
production and distribution of food products such as instant noodles, soy sauce, and
instant coffee. They have a vast distribution network and a professional workforce,
allowing for expanded operations and increased market share.
 3. Process
3.1. Background
- Masan Group: Masan Consumer, part of Masan Group, had established itself as a
leading player in the food and beverage sector, notably with products such as
instant noodles, sauces, and beverages. The company was actively pursuing a
multi-industry strategy, particularly focusing on mergers and acquisitions to
expand its market reach and enhance its product portfolio amid a saturated market
- Vinacafe Bien Hoa: Vinacafe, renowned for its instant coffee products, has
solidified its position as a market leader in this segment. The company had
undergone significant growth, particularly with investments in production
capacity, including the opening of a third factory with substantial output. By 2011,
Vinacafe had achieved a stable market share of over 30% and was poised for
further expansion, making it an attractive target for Masan's strategic acquisition
efforts.

3.2. Acquisition process

PHASE 1: BUILDING THE BUSINESS PLAN
Before August 2011, Masan quietly collected VCF shares on the stock market at a
price of fifty thousand 50,000 VND/Share
PHASE 2: BUILDING THE MERGER-ACQUISITION IMPLEMENTATION PLAN
By the end of August 2011, Masan sent a notice to publicly buy thirty billion three
hundred twenty thousand (13,320,000) shares of VCF, equivalent to 50.11% of charter
capital, expected to be implemented from September 12, 2011 to October 11, 2011
PHASE 3: THE SEARCH PROCESS
PHASE 4: THE SCREENING PROCESS
PHASE 5: FIRST CONTACT
On September 6, 2011, Masan sent a purchase notice to the Ho Chi Minh City
Stock Exchange, the offered price was 80,000 VND/share, while the price was being
traded around 90,000 VND/share. At the end of the trading session on the same day, VCF
increased its ceiling to 100,000 VND/share and the matched volume reached 126,000
PHASE 6: NEGOTIATION
On September 7, 2011, the representative of 37.3% of the State's capital
contribution at VCF affirmed that the State will not sell this capital and also does not
encourage employees to sell the shares they hold. VCF's General Director also said that
the company does not intend to call for additional shareholder capital in the near future
because the newly adjusted charter capital allows the company to meet investment in
proposed projects. VCF price and trading volume stagnated.
PHASE 7: DEVELOP THE INTEGRATION PLAN
PHASE 8: CLOSING
In October 2011, Masan Group officially announced it became a shareholder of
Vinacafe Bien Hoa after publicly offering to buy 50.1% of Vinacafé Bien Hoa's charter
capital by VCF's two major shareholders, Mr. Tran Quang Loc and Beta Securities
Company announced the transfer of all shares, through its subsidiary Masan Consumer, at
a price of 80,000 VND/share. Of which, 16.3% of charter capital was sold directly by Mr.
Tran Quang Loc and Beta Securities Company, the rest was purchased by a third party
for Masan Consumer (believed to be Ban Viet Securities Company - consulting unit for
Masan) from other institutional shareholders such as Vinacafé, VinaCapital, VF1,
Vietcombank Fund, Vietnam Holding.
PHASE 9: IMPLEMENTING POSTCLOSING INTEGRATION
Through transactions on the stock exchange, Masan Consumer increased its
ownership in Vinacafé Bien Hoa to 53.2% of charter capital. In February 2015, Masan
Consumer transferred all 53.2% of Vinacafe Bien Hoa's shares to Masan Beverage. Next,
in February 2016, through an agreed transaction, Masan Beverage increased its
ownership to 60.2%. Most recently in December 2016, Masan Beverage offered to buy
publicly to increase its ownership in Vinacafé Bien Hoa to 68.5% at a price of 170,000
VND/share.
 This time, Masan announced the public offering price two hundred two thousand
vnd per share (202,000 VND per share). However, Vinacafé Bien Hoa will pay cash
dividends of sixty-six thousand VND/share. Ho Chi Minh City Securities Joint Stock
Company (HSC) estimates that Masan will pay one thousand six hundred ninety three
billion vnd (1,693 billion VND). Vinacafé Bien Hoa estimates to spend one thousand
seven hundred 1,700 billion VND to pay cash dividends, from undistributed after-tax
profits expected to be about 2,000 billion VND as of December 31. With this offer price
and cash dividend advance, the rate of return for shareholders in the period 2012-2017
since Masan owned a controlling stake was 3.4 times.
PHASE 10: CONDUCTING A POSTCLOSING EVALUATION
In the first quarter of 2012, the two distribution systems of Vinacafe Bien Hoa and
Masan Consumer were merged to form a common distribution system, growing strongly,
widely and operating effectively.

V. Outcomes and benefits

1. For Vinacafe Bien Hoa
VinaCafe Bien Hoa (VCF) is one of the leading coffee producers in Vietnam.
After merging with Masan Consumer, VCF has achieved many benefits, including:
- Expanded distribution system: Masan Consumer has a nationwide distribution
system with more than 176,000 points of sale. After the merger, VCF's products
have been distributed more widely, helping to increase customer access and
market share.
- Newly developed products: Masan Consumer has extensive experience in
developing new products. After the merger, VCF has launched many new products
to meet the diverse needs of consumers. In particular, products such as Wake-up,
New Vinacafe, Kachi, ... have been positively received by the market.
- Enhanced marketing campaign: Masan Consumer is one of the leading
enterprises in Vietnam in marketing. After the merger, VCF has benefited from
 Masan Consumer's professional and effective marketing campaigns. This has
helped to enhance VCF's image and brand positioning.
- Enhanced corporate governance efficiency: After the merger, VCF's board of
directors has been supplemented with many experienced members from Masan
Consumer. This has helped to enhance VCF's corporate governance efficiency.
Overall, the merger with Masan Consumer has yielded substantial benefits for
Vinacafe. In 2012, VCF reported a net revenue of VND 2,114 billion, marking a 33.4%
increase from the previous year. Its profit after tax reached VND 298.2 billion, reflecting
a 41.3% growth year-on-year. These figures are particularly noteworthy given the
prevailing economic downturn and reduced consumer purchasing power.

2. For Masan Group

The acquisition of VCF by Masan Consumer is widely regarded as a strategic
move that has positioned Masan as a leading player in Vietnam's consumer goods sector.
This merger aligns perfectly with Masan's growth strategy, particularly its focus on
mergers and acquisitions, as it enhances their foothold in the rapidly expanding instant
coffee market. The integration of Vinacafe has not only opened new opportunities in the
beverage industry but has also provided valuable insights that have benefited other Masan
brands, such as Vinh Hao mineral water, Proconco Bran, and Phu Yen beer.
Thanks to Masan's leadership, Vinacafe achieved impressive financial milestones,
reporting a record revenue of VND 2,115 billion in 2012 and generating an after-tax
profit of VND 298 billion, which contributed over VND 150 billion in profits to Masan.
This acquisition not only diversifies Masan's product range but also positions Vinacafe as
a key asset in Masan's aspirations to enter foreign exchange markets.
 (Source: Summary from Annual Report of VCF)

VI. Lesson
1. The acquirer - Masan Group
- Synergy Realization:
Masan should conduct a thorough analysis to identify areas where the combined
companies can achieve synergies, such as cost savings through economies of scale, cross-
selling of products, and leveraging complementary strengths. By prioritizing and
executing these synergy opportunities effectively, Masan can unlock significant value for
both companies.
- Integration Planning:
A comprehensive integration plan is essential to ensure a smooth transition and
minimize disruptions. Masan should develop a detailed plan that covers all aspects of the
merger, including organizational structure, IT systems, and human resources. Open
communication and transparency with employees are crucial to address concerns and
build trust during the integration process. Additionally, Masan should be prepared to
adapt the integration plan as needed to respond to unexpected challenges or changes in
the business environment.
- Customer Focus:
Maintaining customer satisfaction is paramount throughout the integration
process. Masan should leverage the combined strengths of both companies to offer
customers a wider range of products and services. By actively seeking and responding to
customer feedback, Masan can ensure that the combined company is meeting their needs
and exceeding their expectations.
- Employee Engagement:
Employee engagement is vital for a successful integration. Masan should maintain
open communication with employees to address their concerns and provide support
during the transition. Investing in training and development programs can help employees
adapt to the new organization and acquire the necessary skills. Recognizing and
rewarding employees for their contributions can also boost morale and foster a positive
work environment.

2. The acquiree - Vinacafe Bien Hoa

Vinacafe Bien Hoa, as the smaller company in the merger with Masan Group, should
focus on four key areas to maximize the benefits of the combination:
- Preservation of Core Competencies:
Vinacafe Bien Hoa should strive to maintain its unique strengths and competitive
advantages, such as product quality, brand recognition, or distribution channels. These
assets can contribute significantly to the overall value of the combined company.
- Leveraging Masan's Resources:
By actively seeking to leverage Masan's resources and capabilities, Vinacafe Bien
Hoa can enhance its own operations and growth prospects. This could include access to
capital, technology, or expertise in areas where Vinacafe Bien Hoa may be lacking.
- Strategic Alignment:
 Vinacafe Bien Hoa should develop a clear strategic plan that aligns with the
overall goals of the combined company. This plan should outline the company's vision,
mission, values, and key objectives for the future.
- Risk Management:
To mitigate potential risks associated with the merger and the broader business
environment, Vinacafe Bien Hoa should implement effective risk management strategies.
This could include financial risks, operational risks, and reputational risks.

CONCLUSION

REFERENCES
Phân tích thương mại M&A giữa Masan Consumer và VCF Biên Hòa - Bài học rút ra cho
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