CMC (CVT) Buys 99.9% of TTL Holdings as SHB Group Loses TTL Vote

Overview

CMC JSC (HOSE: CVT) has approved the purchase of 99.9% of TTL Holdings LLC, which will become a subsidiary of the HOSE-listed construction and materials group. TTL Holdings separately intends to acquire TTL shares from existing holders to reach at least 25% of Tổng công ty Thăng Long (HNX: TTL), and TTL shareholders have waived the mandatory public tender offer that would normally apply. SHB and BSH, the two institutional shareholders that opposed the waiver, were outvoted.

Key Facts

• CMC (CVT) board approved the investment on 21/9 to acquire 99.9% of the existing members’ capital in TTL Holdings LLC.
• On completion, TTL Holdings becomes a subsidiary of CMC.
• TTL Holdings targets at least 25% ownership of Tổng công ty Thăng Long (TTL).
• Vote count on 10/09/2026: 62.69% in favour (about 13 million shares) versus 28.99% against (6 million shares).
• SHB and BSH each hold 3 million voting TTL shares and supplied all 6 million opposing votes.
• Largest supporting shareholder: Mr Phạm Tuấn Vũ with 10.5 million shares, followed by Ms Đồng Diễm Nga My with over 2.1 million and Ms Bùi Thị Như Quỳnh with over 259,000.
• The transferring shareholder is TNG Investment and Construction LLC, holding more than 21 million TTL shares, or 50.49% of TTL.
• TTL closed at 10,200 on 24/09/2026; CVT closed at 25,000 and SHB at 11,600 on 27/09/2026.

What Happened

CMC JSC’s board of directors passed a resolution on 21/9 approving the acquisition of 99.9% of the capital contributions held by existing members of TTL Holdings LLC. Once the transaction closes, TTL Holdings will be consolidated as a CMC subsidiary. The disclosure did not state a transaction value, and no price per share for the TTL Holdings stake was given in the shareholder documents cited.

Separately, Tổng công ty Thăng Long - CTCP polled shareholders on whether to exempt TTL Holdings from the mandatory public tender offer procedure when its holding in TTL reaches or exceeds the regulatory thresholds. The ballot result dated 10/09/2026 showed 62.69% of voting shares in favour, with 17 shareholders supporting. All 6 million opposing votes came from two institutional holders, Saigon-Hanoi Commercial Joint Stock Bank (SHB) and Saigon-Hanoi Insurance Corporation (BSH), each holding 3 million voting shares. The transferring shareholder is TNG Investment and Construction LLC, which holds more than 21 million TTL shares, or 50.49% of the company. The transfer may be executed via order matching and/or put-through on the stock exchange, or by another method permitted at the time of trading, with timing dependent on the shareholder resolution and work progress.

Market Context

CVT trades on HOSE at 25,000 as of 27/09/2026, while SHB, also on HOSE, closed at 11,600. TTL, listed on HNX, closed at 10,200 on 24/09/2026. The transaction sits inside the Tasco ecosystem, where insurance, banking and securities interests overlap, and it follows a broader pattern of Vietnamese listed groups using holding-company structures to consolidate control of smaller exchange-listed targets without triggering full tender offers.

Strategic Significance

For CMC, the deal adds a holding vehicle that can accumulate a blocking-relevant stake in TTL, a listed construction and materials peer, without CMC itself carrying the tender-offer obligation. The 62.69% approval also confirms that individual shareholders, led by Mr Phạm Tuấn Vũ, can outvote the SHB and BSH bloc, which means the SHB group’s 28.99% is not sufficient to block governance changes at TTL. For long-term holders, the key question is whether TTL Holdings’ stake-building leads to operational integration with CMC or remains a passive financial position.

What to Watch

• Disclosure of the actual transfer price and share count once TTL Holdings crosses the 25% threshold.
• Whether SHB or BSH increase or reduce their 3 million share positions in TTL.
• Any follow-on tender-offer exemption requests as ownership moves toward higher thresholds.
• CMC’s next financial statements for consolidation of TTL Holdings as a subsidiary.
• HNX and State Securities Commission filings on the put-through transactions.