05/10/2023

Bain Capital leads MSN’s equity funding round of up to US$500 million

Ho Chi Minh City, 2 October 2023 – Masan Group Corporation (HOSE: MSN, “Masan” or the “Company”) today announced that Bain Capital, a leading private investment firm with approximately US$180 billion of assets under management, has agreed to invest into Masan Group at least US$200 million in equity capital at price of VND85,000 per share (the “Transaction”). Proceeds from the Transaction will be used to strengthen the Company’s financial position and de-lever its balance sheet. This marks Bain Capital’s strategy to invest in Vietnam and underscores its confidence in Masan’s ability to realize the immense opportunity to fulfill 100 million Vietnamese consumers’ daily grocery, financial, and other life needs.

Vietnam is the fastest consumption growth market in Southeast Asia with forecasted annual growth of 7.7% between 2022 and 2040, underpinned by increasing urbanization and an exploding consumer class with higher disposable income and evolving demands extending beyond basic needs to lifestyle and financial ones. A leader in the Vietnamese consumer market, Masan has been transforming from a pure branded products company into an integrated consumer-retail platform to consolidate the growth potential across the consumer value chain. In that respect, Masan has identified 3 multi-year secular growth trends:

Premiumization and health-led innovations, served by its fast-moving consumer goods (“FMCG”) business, Masan Consumer Holdings;
Transition from unbranded to branded and increasing demand for higher-quality animal protein, provided by Masan MEATLife; and
Shift from general trade (“GT”) to modern trade (“MT”), accelerated by its retail platform, WinCommerce.
At the center of Masan’s platform is WIN Membership – the platform connecting brands and consumers – which has reached 7 million members and is targeted to reach 10 million members by year-end and 30 million members by 2025. The WIN Membership platform allows Masan to provide more personalized, targeted products and services to better serve the Vietnamese consumers and will serve as the critical growth engine for the Company’s businesses.

Danny Le, CEO of Masan Group, commented on the transaction: “In the face of a challenging consumer environment, Masan has continued to invest in our platform and breakthrough innovations to position ourselves for the consumer upswing. We aim to be a profitable multiplier on Vietnam’s golden consumption era. Bain Capital’s partnership is a strong validation of all the consumer-centric investments and transformation we have made over the past 18 months to win 80% of the consumer wallet. We look forward to working with Bain to accelerate our vision to be the one-stop shop for consumer daily needs.”

“We are thrilled to partner with Masan for an important investment in Vietnam and believe that Masan has the right fundamentals, reach, and growth strategy to succeed in a high-growth and compelling consumer market. Masan is one of the most trusted brands in Vietnam with significant reach to households with the ability to anticipate consumer tastes and build out an innovative product pipeline to meet those needs. We see a significant opportunity to invest behind Masan’s continued growth and first-class management team,” said Barnaby Lyons, a Partner at Bain Capital.

Bain Capital has deep experience in investing to support the growth and leadership of a diversified set of consumer and retail businesses in Asia, including Schwan’s Company and Carver Korea.

Masan expects the Transaction to close by end of 2023 and continues to explore other strategic alternatives for equity capital, including diluting its interest in non-core businesses, to bolster its liquidity profile and achieve a sustainable Net Debt to EBITDA ratio below 3.5x on a steady-state basis.

Jefferies Singapore Limited acted as the financial advisor to Masan Group. The Transaction is subject to customary corporate and regulatory approvals.

Transaction Details

The Transaction is an equity investment in the form of Convertible Dividend Preference Share (“CDPS”) to be issued at a price of VND85,000 per share which can be converted into ordinary shares at a 1:1 conversion ratio
In addition to the normal dividends payable (if any) to the Company’s shareholders, the CDPS has no preference dividend for the first five years, then followed by a 10% preference dividend at par value of each outstanding CDPS per annum from the sixth anniversary onwards
On the tenth anniversary of the issuance, the outstanding CDPS will be mandatorily converted into ordinary shares of Masan Group
Masan is also in discussion with other investors to upsize the investments to up to US$500 million which is subject to prevailing market conditions and the Company’s capital needs