SK Group to offload entire WinCommerce stake to Masan Group

SK Group became a shareholder in Masan in 2018, investing around $470 million to acquire nearly 110 million treasury shares, securing a 9.5 per cent stake. As part of the deal, SK was granted a put option to exit.

If the partnership fails to deliver expected synergies or if disagreements arise over strategy, SK holds an irrevocable put option to require Masan Group or a designated party to repurchase the entire 109.9 million MSN shares issued in 2018 at a price of VND100,000 (around $4) per share.

The price will be adjusted for stock dividends and other corporate actions. The option, valid for six years from the issuance date, can only be exercised once for the full stake and becomes void if any shares are sold before that time. The option is currently set to expire in October 2024.

Following the $470 million investment, SK, through its subsidiary SK South East Asia Investment, added to its stake in Masan’s ecosystem in 2021, spending around $410 million to acquire 16.26 per cent of WinCommerce, Masan's retail arm. In total, SK Group has poured over $1.2 billion into Masan and its affiliates, marking its largest investment in Vietnam.

Later that year, SK invested a further $340 million to acquire 4.9 per cent of The CrownX, Masan’s retail-consumer platform that integrates WinCommerce with Masan Consumer Holdings. After the transaction, Masan held 85 per cent, while SK retained 4.9 per cent of The CrownX.

Under the latest agreement, SK will transfer 7.1 per cent of WinCommerce to Masan for $200 million, valuing WCM at over $2.8 billion. WinCommerce is Vietnam’s largest modern retail operator, with over 130 WinMart supermarkets and 3,600 WinMart+/WiN minimarts.

Masan said increasing its stake in WinCommerce would bolster its control and accelerate growth in its core retail business. The deal also includes an option for Masan to purchase SK’s remaining WinCommerce shares at the original investment price.

The partial stake sale allows SK to lock in profits while extending its long-term investment in Masan by prolonging the put option.

In June and July 2024, WinCommerce posted consecutive positive net profits, driven by rapid revenue growth and the expansion of new store formats catering to both urban and rural consumers. The results mark a key milestone in WinCommerce's retail strategy, with innovations and operational efficiencies delivering sustainable profitability.

“WinCommerce is entering a new phase of profitability, and we expect this trend to accelerate with like-for-like growth, new store openings, and continued development of Vietnam’s modern retail sector,” said Danny Le, CEO of Masan Group. “We value SK Group’s collaborative approach, which has maximised shareholder value for all parties involved.”

WinCommerce following in the steps of India’s largest retailer 'New Retail' is fast becoming a buzzword in Vietnam and internationally, as it is believed to be a great leap forward for the retail industry, with many companies already announcing their shift towards the model.