Kokuyo-Thiên Long Deal Cleared: TLG to Pass 65% Foreign Control

Overview

The National Competition Commission has approved, with conditions, the acquisition of Tập đoàn Thiên Long (HOSE: TLG) shares by Japan’s Kokuyo and related parties, who will together hold more than 65% of the stationery manufacturer. The decision, issued as Decision No. 294/QĐ-CT, clears the last major regulatory hurdle for a transaction that would hand control of Vietnam’s best-known office-supplies brand to a foreign parent.

Key Facts

• Decision No. 294/QĐ-CT approves the economic concentration in the form of an acquisition, under Article 42 of Vietnam’s 2018 Competition Law.
• The acquiring group comprises Synergy Investing Asia Pte. Ltd., CTCP Đầu tư Thiên Long An Thịnh, Tập đoàn Thiên Long, and five individuals: ông Cô Gia Thọ, bà Trần Thái Như, bà Cô Ngân Bình, bà Cô Cẩm Nguyệt, and ông Cô Gia Đức.
• The group will hold more than 65% of TLG’s capital, combining Thiên Long An Thịnh’s existing 46.82% stake with a planned public tender offer for an additional 18.19%.
• Conditions require on-demand reporting on pen and writing-instrument market share, average purchase and sale prices by period, trade discount policies, and sales-support programs.
• The group must build or maintain an internal competition-law compliance code and conduct annual Vietnamese competition-law training.
• By 31 December each year, the group must file an implementation plan showing R&D investment rising by VND 3 billion per year for five consecutive years, alongside metrics on recycled or green materials, headcount, and new product lines.
• Thiên Long was founded in 1981 by entrepreneur Cô Gia Thọ and now offers more than 1,000 products.

What Happened

The commission said the parties may proceed with the concentration but must satisfy binding conditions attached to the specific decision. The first requires the group to collect and report, on written request, information on writing-instrument market share, average buying and selling prices over time, commercial discount policies, and sales-support programs. The second obliges the group to establish or maintain internal rules on competition-law compliance and to run annual training on Vietnamese competition law.

The third condition is forward-looking: before 31 December each year, the group must prepare and submit to the commission a plan for activities that enhance the positive effects of the concentration. That report must cover the use of recycled materials and green inputs in production, R&D capital that increases by VND 3 billion each year for five straight years, workforce ratios, and the number of new product lines, as well as international competitiveness. The commission stressed that the group is responsible for the accuracy of its filings and must report the transaction’s completion.

Market Context

TLG trades on the HOSE and closed at 54,300 on 20 September 2026. The stock sits in the consumer staples sector, where Vietnamese stationery and office-supplies names have drawn foreign strategic interest as domestic consumption and export ambitions expand. The approval removes a regulatory overhang that has hung over the share since Thiên Long An Thịnh announced at the end of 2025 that it was negotiating to sell its entire stake to Kokuyo, with the Japanese partner also seeking a public offer for a further 18.19%.

Strategic Significance

For long-term investors, the decision converts TLG from a family-controlled domestic champion into a subsidiary of a Japanese strategic, with Kokuyo’s balance sheet and distribution reach behind a brand that already commands more than 1,000 product lines. The binding R&D commitment, rising by VND 3 billion annually for five years, is unusual for a Vietnamese consumer-staples deal and effectively locks in product-development spending that could support premiumisation and export ambitions. The market-share and pricing reporting conditions also give the regulator a continuing window into competitive behaviour, which may constrain aggressive pricing in the pen segment but reduces the risk of a post-deal antitrust reversal.

What to Watch

• Completion of the public tender offer for the additional 18.19% of TLG shares and the final post-deal ownership percentage.
• The first annual implementation plan due before 31 December, detailing R&D spending and green-material usage.
• Quarterly or on-demand market-share and pricing reports submitted to the National Competition Commission.
• Any follow-up disclosure from Thiên Long on restructuring effects on daily production and distribution.
• TLG’s next earnings release for evidence of margin and volume trends under the new controlling shareholder.