BANGLADESH

In recent times, Bangladesh has seen a rise in domestic and cross-border M&A transactions. The welcoming foreign investment climate and growing entrepreneurialism trends of the country have been swaying more acquisition transactions in Bangladesh. Even amidst the pandemic, several M&A transactions have taken place in Bangladesh despite continuous lockdowns such as the acquisition of GlaxoSmithkline Bangladesh by Unilever Overseas, purchase of majority shares of Sanofi Bangladesh acquired by Beximco Pharmaceuticals, etc. Other cross-border M&A transactions have been seen in the chemicals, online gaming, and retail industries in Bangladesh. Seemingly, the government’s enthusiasm to speed up the business practices in Bangladesh over the past few years cues a more optimistic landscape for M&A transactions in the upcoming year.

-      Md. Sameer Sattar, head of firm, Sattar&Co

BRUNEI 

Based on the media, publicised and widely circulated information, Brunei is poised to roll out the country’s stock and financial securities market exchange in 2022. We envisage that the laws and regulations for Brunei’s stock exchange will be rolled out by 2022. There will be advisory work for merchants, corporate bankers, lawyers, tax, and audit advisors. There are incorporations to be structured, pre-IPOs to prepare, regulatory compliance frameworks to draw, vetting for suitable persons to sit on regulatory required boards, etc. There is undoubtedly going to be a demand for overseas experienced expertise for these needs. There cannot be much work in small Brunei, one will question, but please consider the Hengyi crude oil refinery downstream processing and manufacturing imminent potential. Vast areas of lands with civil infrastructure on tap, are already earmarked and ideally located next to the refinery and shipping lanes. It’s time for law firms' business departments and rainmakers to put deals together and leverage on Brunei’s new capital market exchange for financing ensuring Brunei to have skin in your clients’ pies.

-      Robin Cheok, managing partner, Cheok Advocates & Solicitors

CAMBODIA 

Being one of the most open and liberal economies in the region, Cambodia remains an attractive market. ADB expects an upsurge of approximately 5.5 percent in Cambodia’s GDP by 2022. Cambodia’s successful vaccination program and low COVID-19 infection rate have minimised any significant economic impact. With recovery may well be on the way, large transactions are being concluded, while a good number of deals are in the pipeline. Recent conclusions of free trade arrangements such as RCEP and FTAs with China and Korea and great incentives offered to long-term investors by the new investment law are expected to cause regional trades to grow exponentially. Noting the rapid evolution of Cambodia’s legal landscape (e.g., introduction of competition law, implementation of capital gains tax, and potential adoption of a new tax regime on business transfers), a more sophisticated and unprecedented M&A framework can be expected in Cambodia in the coming days.

-      Bun Youdy, managing partner, and Phin Sovath, partner, Bun & Associates

CHINA 

In the Chinese domestic market, we expect that M&A in hot sectors such as TMT, healthcare and life sciences, advanced manufacturing and new energy will continue to be active in 2022. While large Chinese companies focus on expanding their businesses into strategic areas, PE-led investments will continue to be a key driver for small-and-medium-sized M&A deals. To reach the Chinese consumers in less developed cities and rural areas, multinational companies in the retail/consumer sector may seek additional opportunities to partner with local firms.

In the overseas market, we anticipate that high-end technology, consumer, and energy sectors will still be the more favoured sectors for Chinese outbound M&A players in 2022. Chinese investments in Belt and Road regions, Asia-Pacific and Africa will continue to grow. However, those in North America, the EU and the UK may see a slight decline due to the obstacles created by foreign countries' national security policies and local protectionism.

-      Jacky Zhu, senior counsel, FenXun Partners, Baker McKenzie's joint operation partner firm

HONG KONG SAR 

Whilst there has been a hit on the market for mergers and acquisitions by the impact of COVID-19 in 2020, 2021 sees a progressive rebound of M&A in Hong Kong by public companies and investors since they become more comfortable to allocate capital in M&A. The focus in 2022 will be on key sectors such as technology, healthcare, biotechnology and financial services. Aligned with the effect of SPACs in the United States, cross-border M&A activities is expected to continue in these key sectors as well as a possible rebound in transactions is likely in sectors affected by COVID-19 such as retail, real estate and food and beverages services.

-        Priscilla Lee, partner, Commerce & Finance Law Offices in Association with Eric Chow & Co

INDONESIA 

While the COVID-19 pandemic remains a public health and economic concern, companies are adapting and adjusting, and finding new and better ways to do business moving forward. We will see growth in M&A transactions in 2022 as an impact of economic optimism and the increased level of capital. Deal-making will continue to focus on accelerating the adoption of technology in the wake of COVID-19. Technology and digital infrastructure are expected to be the hottest sectors, with digitisation and the shift towards a digital economy and e-commerce being the big drivers of activities. Healthcare, manufacturing and consumer goods will still be trending in the M&A sphere. In addition, we will see a growing interest in renewable energy and potential activity in the mining sector especially nickel and smelter facilities.

-      Eko Basyuni, head of corporate/M&A, and Tunggul Purusa Utomo, partner, Assegaf Hamzah & Partners

INDIA 

Since FY 2014-15, our country has observed a gradual and steady increase in foreign direct investments. The COVID-19 years, however, saw a surge of foreign investment into the country. The reasons for the surge can be attributable to both precedential and situational reasons. Taking guidance from the pre-COVID years, India has always been looked at favourably when it comes to investment in sectors such as the service sector; the software sector; and the telecommunications sector. Circumstances induced by the pandemic bolstered the importance of these sectors that India has been trying to pioneer for years along with giving simultaneous push to the pharmaceuticals industry. The backdrop of this trajectory favours the growth potential for the year 2022, like India in the post-COVID era offers investors favourable governmental policies (such as gradual liberalization of FDI, implementation of schemes like the production linked incentive scheme and decluttering of legislations), and a robust start-up ecosystem.

-        Sidharrth Shankar, partner, J Sagar Associates

JAPAN 

Reflecting on relaxed monetary policies globally, we have been seeing a stable flow of M&A transactions in Japan in 2021, including a surge of unsolicited transactions by both industrial and financial players. It seems that this trend will continue in 2022. Moreover, once an end to the pandemic is in sight, and central banks start to tighten funding, M&A by corporate players will have to “select and concentrate” their business portfolios which had been suspended due to COVID, and relaxed monetary policies will likely increase again. Private equity funds will continue to be good candidates for purchasers of those businesses divested by conglomerates.

The important sectors will include the automotive industry, which is facing a paradigm shift, the high-tech industry reflecting US-China economic conflicts, and industries damaged by COVID such as transportation, travel, leisure and restaurants. Also, following the results of the general election at the end of November in support of the Kishida administration, government will continue to focus on a zero-emission society, and we will likely see an increased flow of transactions related to green tech and ESG in various industries.

-      Yuki Oi, partner, Nishimura & Asahi

KOREA 

The M&A market in Korea looks to strengthen in 2022, with sources predicting that the value of transactions is expected to reach over $60 billion, a healthy increase from 2020. Korean corporates are turning to overseas targets to acquire new capabilities, particularly in the technology sector which has dominated the COVID M&A scene in tune with the global transition into an online environment. With record amounts of dry powder and ramped up exit efforts, PE firms are likely to continue to boost M&A activity. As for recent trends in documentation, deal certainty has risen to the forefront of negotiations given the recent disputes between sellers and buyers and there is an increased focus on ESG and COVID risks are still being addressed but less emphasised as before.

-      Kyungseok (KS) Kim, senior foreign attorney, Bae, Kim & Lee

LAOS 

Lao PDR’s external liquidity pressures concerning the country’s large external debt profile will see the government seek to pursue asset sales with both domestic and foreign investors. Recent privatisation of state-owned banks and state-owned enterprises will continue as a likely M&A theme moving into 2022, assisting in the ease of sovereign liquidity risk.

Active sectors in Lao PDR for prospective acquisitions include the mining and hydropower sectors, various private-public joint ventures, as well as the evolving tech sector. Continual expansion is expected, backed by Lao PDR’s geographic proximity to larger markets such as Thailand, Vietnam, and China, which continues to offer substantial opportunities in the market’s development for 2022.

The Lao PDR government has recently implemented regulations around the adoption of cryptocurrency mining and secondary market trading which is likely to attract interest during 2022.

-        Kaz Patafta, director, McDonald Patafta & Associates Lawyers

MALAYSIA 

We anticipate 2022 to be a year of growth and acceleration. Acquisitions are expected to revive dying businesses with fresh capital and strategic mergers would fill key market gaps left behind by unprofitable businesses. Higher deal flow is certainly expected from SMEs and micro-businesses.

Sell-side representation and warranties are also changing. Environmental, social and governance (ESG) compliance would be crucial for buyers hoping to attract foreign investment. Remote working capabilities will be an important consideration for the buy-side, and warranties pertaining to employee vaccination and booster shots will remain until the end of Q1 2022 at least.

The M&A process is predicted to become more efficient with the increased usage of virtual data rooms and electronic signatures, cutting down on costs and time for all parties.

Overall, 2022 will be a good year to participate in the M&A market in Malaysia. Sophisticated investors are acquiring, and businesses are undervalued.

-      Raphael Tay, head of Commercial, M&A and Corporate Practice Group, LAW Partnership

MYANMAR 

Myanmar is enduring an economic slowdown due to the pandemic and the current political situation. While distressed M&A in Myanmar is nascent, we believe that in 2022 most of the M&A activity will be distressed sales. In the last five years, several sectors have been opened to foreign investment. Although there still exists a level of difficulties, it is still manageable. We are already seeing signs of distress in certain sectors such as hospitality, telecommunication, and oil and gas. However, given the political situation, there would still be a marketability concern even at a price representing the distress of the seller, leading it to become a zero-sum game. Concerning the marketability issues, we have seen creditors being more flexible for restructuring the debt components and agreeing to a longer moratorium period. Though there would likely be limitations up to which the creditors would continue to be flexible.

Nonetheless, there is the expectation of opportunistic investments from within the region, particularly China, Vietnam, Thailand, etc. On investment opportunities, Myanmar is a large domestic market with a population of approx. 53 million. There would be local demands to sustain the business, which had dipped due to security, political, and pandemic concerns. The more Myanmar moves towards peace and stability, the more efficient the business environment will become.

-        Nishant Choudhary, partner and deputy managing director, DFDL Myanmar

PHILIPPINES 

With the easing of quarantine restrictions and the opening of more businesses, I expect many of the mergers and acquisitions that were put on hold due to concerns arising from the pandemic will push through with their plans in 2022. The pandemic has brought many opportunities for companies to merge, strengthen their balance sheets and take advantage of economies of scale. The fintech industry, especially e-payments and online shopping, is an area to closely watch for M&As. Filipinos have grown to appreciate the convenience of online transactions, and even with the lifting of quarantine restrictions, there will surely be continued growth in this industry.

-      Danny E. Bunyi, senior partner, DivinaLaw

SINGAPORE 

Singapore and cross-border M&As in 2022 should continue to be on the up-tick in tandem with the re-opening of borders which will facilitate deal making. In addition, the expected listing of SPACs in Singapore by the end of 2021 will bring about even greater competition for prized assets as financial sponsors also look to deploy their capital. In the start-up space, we can also expect to see headline exits. In terms of theme, ESG will continue to gain prominence as a mainstream M&A theme. If there is a resurgence of COVID, it is likely to put pause on the M&A market.

-        Tan Teng Sen, director, Drew & Napier

SRI LANKA 

M&A activity is on an upward trend and is likely to heighten in 2022.

The negative impact of the pandemic has necessitated entities to collaborate with industry peers. For instance, the Master Plan for the Non-Bank Financial Sector is expected to increase mergers and acquisitions with the regulator mandating consolidation for most Institutions with weak financial positions and/or limited growth. Other industries too are likely to follow suit irrespective of regulatory requirements.

The local capital market, boosted by tax concessions for newly listed companies, is expected to gain momentum with the participation of high net worth and institutional investors. The development of the Colombo Port City as a Special Economic Zone, with several investment incentives, may also contribute to M&As in 2022.

The government has also implemented several amendments to streamline FDI and ensure vibrant investor participation, such as relaxation of debt investments requirements.

-      Aloka Nandasena, partner, DL & F De Saram

TAIWAN 

The M&A market in Taiwan will continue to bloom in 2022. First of all, large offshore wind farm operators commenced their divestment projects in 2020 and will continue to implement the relevant phases in 2022. Meanwhile, given the COVID-19 situation, physical retailers and online retailers are transforming their business models and many investment/M&A projects were emerging in 2021, of which the development is expected to continue in 2022. Meanwhile, a few large M&A transactions passed their initial stage in 2021 and will be implemented soon. For example, Citibank plans to sell its consumer banking business in Taiwan and the transaction is in the bidding process currently. In addition, it was reported that one of the large chain supermarkets, PX Mart, will acquire another chain supermarket, RT-Mark, while the foreign shareholder of another large retailer, Carrefour Taiwan, is also seeking to divest its investment in the Taiwan market soon. Hence, the M&A market will continue to grow in 2022.

-        Ken-Ying Tseng, partner, Lee and Li, Attorneys-at-Law

THAILAND 

Thailand is an economy characterized by ambition, innovation, and continuous, steady growth. While COVID-19 has undoubtedly dulled deal flow, especially in terms of inbound M&A deals, its aftermath is likely to bring great opportunity – with some observers predicting that Thailand's post-pandemic economic recovery is likely to usher in an exciting new phase of growth, with investment opportunities aplenty for both domestic and cross-border M&A.

Post-pandemic, foreign companies are increasingly likely to seek out opportunities in Thailand, while Thai business leaders may once again feel confident enough to view M&A as a key tool for continued growth and diversification.

Although Thailand’s hospitality and tourism sectors were particularly hard hit by the pandemic, a significant number of Thai and international private equity firms and large corporates are circling, keen to swoop in to secure highly sought-after assets, though significant pricing mismatches continue to exist between buyers and sellers. Other industries likely to see significant merger and joint venture activity in 2022 include banking, telecommunications, agritech, and cryptocurrency-related businesses.

-      Troy Schooneman, partner and head of international practice, Kudun & Partners

VIETNAM 

The Vietnam M&A market in 2022 is expected to be promising. The 2020 Law on Investment, 2020 Law on Enterprises, 2019 Law on Securities are expected to create positive impacts. Vietnam’s strong political support, control of COVID-19 and vaccinations shall ensure the sustainable re-opening of the economy. Key promising sectors include power and energy, particularly COD solar and wind projects; export-oriented manufacturing; pharmaceutical and consumer products; real estate, infrastructure and construction, industrial properties logistics, port development (including deep seaport), start-ups in tech-based education and fintech (a draft Decree on Fintech is on the way). Banking, securities, and trading are also potential.

New policies to give more preferential treatments to strategic investors in SOE equitization and divestment will likely result in large-scale investments in strategic SOEs, such as Petrolimex, Mobiphone, Vinaphone.

Indirect acquisition through VND-denominated convertible bonds is likely to continue, while merger filing under Decree 35/2020 on competition still requires attention.

-      Bui Ngoc Anh, Hanoi managing partner, Vilaf