The Keppel Group has agreed to sell its entire 40% stake in Empire City, a large-scale real estate project in Ho Chi Minh City, for SGD343 million. The divestment transfers ownership to two investors, Denver Power Vietnam and Golden Axis Company, which will each acquire a 20% share of the project. This transaction shows the growing interest in Vietnam’s real estate sector among regional and international investors, particularly in high-profile developments that promise long-term value appreciation.
Legal teams handled complex regulatory hurdles
Three law firms played key roles in handling the detailed legal and regulatory setting surrounding the deal. Watson Farley & Williams (WFW), representing Denver Power Vietnam and Golden Axis Company, addressed a broad spectrum of compliance challenges inherent in cross-border real estate transactions in Vietnam. The firm’s Vietnam office, led by partner Linh Doan, focused on ensuring adherence to local laws governing mergers and acquisitions, including the enforcement of first right refusal clauses. Additionally, the team structured the transaction to comply with Vietnam’s foreign currency regulations, a critical consideration given the involvement of overseas investors and the need to facilitate seamless capital repatriation.
Doan’s team also managed the establishment of escrow bank accounts, a common requirement in large-scale property deals to safeguard funds until all contractual conditions are met. The firm’s work extended to banking regulations, ensuring that all financial arrangements aligned with Vietnam’s legal framework for foreign investment in real estate. Associate Linh Hoang and trainee Ha Hoang contributed to due diligence processes.
Vietnamese firm VILAF acted as legal counsel for Keppel, overseeing the negotiation and finalization of the sale agreement. Managing partner Tung Ngo spearheaded the effort, leveraging the firm’s expertise in Vietnam’s real estate and corporate law. The team included senior partner Hien Truc Nguyen, partners Hien Tran and Ngan Nguyen, senior associate Viet Nguyen, supervising associate Chi Nguyen, and associates Quy Anh Nguyen and Dang Nguyen.
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Singaporean firm WongPartnership provided additional legal support to Keppel. Deputy head of commercial and corporate disputes Wendy Lin led the team, which included partners Goh Wei Wei, Anna Tan, and Jayne Lee.
Empire City set to become Ho Chi Minh City’s financial hub
The Empire City project occupies a 14.6-hectare waterfront site within Ho Chi Minh City’s Thu Thiem New Urban Area. The development is set to comprise around 3,000 premium residential apartments, office and retail space, along with an 86-storey integrated mixed-use tower complex. It is expected to become Ho Chi Minh City’s largest economic, commercial and financial centre.
The transaction remains contingent on several regulatory approvals, including the registration of equity transfers. The targeted completion date of the transaction is the fourth quarter of 2026.
The Empire City transaction stands as one of the most significant real estate deals in Vietnam this year. The involvement of multiple law firms shows the legal intricacies of cross-border investments in Vietnam, where regulatory frameworks are still evolving to accommodate foreign participation.
