After 45 years of growth from a small ballpoint pen workshop into one of Vietnam’s leading stationery brands, Thien Long is entering one of the most important turning points in its history. Japan’s Kokuyo plans to spend approximately JPY 27.6 billion to acquire up to 65.01% of Thien Long. From an M&A perspective, however, this is not simply a case of a Vietnamese brand being sold to a foreign investor. It is a transfer-of-control transaction linked to a broader ambition to build a leading stationery platform across Asia.
On September 21, 2026, Vietnam’s National Competition Commission announced Decision No. 294/QD-CT dated September 9, 2026, determining that the transaction involving Synergy Investing Asia Pte. Ltd., Thien Long An Thinh Investment JSC, Thien Long Group JSC and related shareholders constitutes a conditional economic concentration in the form of an acquisition.
This represents a significant regulatory milestone for the transaction. However, it does not mean that the entire deal has already been completed.
Kokuyo is not acquiring 100% of Thien Long
The phrase “Thien Long sells itself to Japan” has been widely used by the media to describe the transaction. Legally and structurally, however, Kokuyo is not acquiring 100% of Thien Long.
According to Kokuyo’s official disclosure, the transaction is designed in two stages.
First, the Japanese investor plans to acquire all shares in Thien Long An Thinh Investment JSC (TLAT). TLAT currently owns 46.82% of Thien Long Group and is controlled by the founder and related parties. By acquiring TLAT, Kokuyo would indirectly gain control over 46.82% of TLG.
Kokuyo then plans to launch a public tender offer for up to 15,962,552 TLG shares, equivalent to 18.19% of the company’s outstanding shares.
If the tender offer is fully subscribed, Kokuyo’s direct and indirect ownership could rise to a maximum of 65.01%, representing more than 57 million shares. At that point, Thien Long would become a consolidated subsidiary of Kokuyo.
This deal structure is particularly noteworthy. Rather than acquiring a controlling block directly on the market, the buyer first acquires the holding company that owns the largest strategic stake, then increases its ownership through a public tender offer to shareholders of the listed company.
From an M&A perspective, this is a clear example of how corporate control can be transferred through multiple layers of ownership, rather than through a straightforward 100% share acquisition.
A JPY 27.6 billion transaction — but caution is needed with the VND 82,000 per share figure
Kokuyo has estimated the total purchase consideration for the two transactions at approximately JPY 27.6 billion.
Some Vietnamese research firms and media outlets have converted this figure to roughly VND 4.7 trillion, or around USD 185 million.
According to an analysis cited by VnEconomy from Vietcap, the implied value could be equivalent to around VND 82,000 per TLG share, approximately 28% above the closing price of VND 64,200 on December 4, 2025, when the transaction was announced.
However, this figure requires careful interpretation.
VND 82,000 per share is not the official tender offer price announced by Kokuyo.
In its initial transaction disclosure, Kokuyo stated that the tender offer price would be announced before the offer formally commenced. The JPY 27.6 billion figure is also only an estimated total transaction value, and the final purchase price may be adjusted under the agreed terms.
For an M&A-focused publication, it would therefore be misleading to describe VND 82,000 as the confirmed “purchase price of Thien Long.”
A more accurate interpretation is that this is an implied per-share valuation derived from the estimated aggregate value of the transaction, rather than the final tender offer price.
Why does Kokuyo need Thien Long?
Thien Long’s attractiveness lies far beyond the familiarity of its ballpoint pens to generations of Vietnamese consumers.
In 2025, Thien Long recorded approximately VND 4.174 trillion in revenue and VND 446 billion in after-tax profit. The company has also expanded its export network to around 75 countries and territories, with export revenue reaching approximately USD 44 million.
Kokuyo, meanwhile, is a Japanese corporation founded in 1905, with businesses spanning stationery, office furniture and workplace design. Its consolidated revenue in 2025 reached approximately JPY 359.8 billion.
More importantly, the Thien Long deal is directly aligned with Kokuyo’s long-term growth strategy.
In its transaction announcement, Kokuyo set out an ambition to become one of Asia’s leading stationery companies by 2030.
The Japanese group views Thien Long as having strong capabilities in product development, manufacturing, procurement and distribution across ASEAN, while Kokuyo brings strengths in product planning, marketing and international brands such as Campus.
Following the transaction, Kokuyo aims to position ASEAN as its fourth strategic growth market alongside Japan, China and India.
This is why M&A Vietnam views the transaction as more than an acquisition of Vietnamese market share.
Kokuyo is effectively acquiring a manufacturing and distribution platform that can support its broader Southeast Asian expansion strategy.
Thien Long brings established production capabilities and strength in writing instruments. Kokuyo contributes a broader portfolio in notebooks, study products, office solutions and international brand development.
The two companies are also not starting their relationship from scratch. Kokuyo had already engaged in OEM cooperation with Thien Long before the M&A transaction was announced.
Why did the founding family decide to transfer control?
At Thien Long’s 2026 Annual General Meeting of Shareholders, Chairman Co Gia Tho said that after around 45 years of development, the company needed additional resources if it wanted to expand internationally on a sustainable basis.
He also described Kokuyo as a long-standing partner and noted that the two companies possess complementary strengths.
Mr. Tho has referred to Thien Long as his “child” and stated that he would continue accompanying the business for at least three years to support the transition and future development.
That detail is significant from a post-merger perspective.
For a Vietnamese company that has been built and led by its founder for decades, transferring ownership is not simply a financial transaction.
A significant part of corporate value can reside in distribution relationships, customer networks, organisational culture, market know-how and brand identity.
Keeping the founder involved during the early stages of ownership transition may help reduce the risk of post-deal disruption — a common challenge when a foreign buyer acquires control of a local business but has yet to fully understand its market dynamics.
A deal cleared by competition authorities — but with conditions
A key development came in September 2026 when the National Competition Commission approved the transaction subject to a series of conditions.
Under Decision No. 294/QD-CT, the post-transaction group must monitor and be capable of reporting on market share in writing instruments nationwide, average purchase and selling prices, commercial discount policies and sales support programmes.
The companies must also establish or maintain competition-law compliance programmes and provide regular training for employees in Vietnam.
More notably, the decision includes requirements relating to R&D.
For at least five consecutive years after the year in which the transaction is implemented, annual investment in research and development in Vietnam must increase by VND 3 billion compared with the previous year.
The regulator also imposes requirements relating to environmentally friendly materials, local R&D personnel, new product development and international competitiveness.
From an M&A perspective, this is more than a regulatory green light.
The decision shows that competition authorities are focusing on both sides of the transaction: the potential increase in market power in the writing instruments segment, and the positive commitments the transaction is expected to generate for R&D, technology, local talent and exports in Vietnam.
As a result, the success of the deal over the coming years may be assessed not only through revenue and profitability after Thien Long joins Kokuyo, but also by the level of investment that the enlarged group continues to deploy in Vietnam.
What does Thien Long’s portfolio restructuring ahead of the deal suggest?
Before Kokuyo moves toward taking control, Thien Long has also undertaken a number of restructuring steps, including actions involving its investment in Phuong Nam, divestment from Pega Holdings, the wind-down of Clever World operations and the suspension of plans to establish a legal entity in Indonesia.
VietnamFinance has placed these moves in the broader context of Thien Long’s preparation for the Kokuyo transaction.
However, it would be premature to conclude that all of these steps were mandatory conditions imposed by Kokuyo, as the detailed commercial arrangements between the parties have not been fully disclosed.
What can be confirmed from Kokuyo’s official materials is that Phuong Nam Cultural JSC and Pega Holdings JSC are outside the scope of the transaction, and their exclusion will be reflected in the final purchase consideration.
From an M&A standpoint, this is commercially understandable.
Strategic buyers typically seek to define which assets are truly core to the investment thesis, rather than automatically taking on every non-core investment and business activity owned by the target.
M&A Vietnam View: What is Kokuyo really buying?
If viewed purely through the 65.01% ownership target, this is a control acquisition.
But looked at more closely, Kokuyo is buying at least three strategic assets that could take years to build organically.
The first is manufacturing and product development capability, accumulated by Thien Long over more than four decades.
The second is an extensive distribution network and strong brand recognition in Vietnam, both of which are difficult to replicate simply through capital expenditure.
The third is a platform for ASEAN expansion, directly aligned with Kokuyo’s ambition to make Southeast Asia a major strategic market.
These objectives are also reflected in Kokuyo’s own explanation of the transaction rationale.
For Thien Long, the value received is not limited to cash paid to selling shareholders.
The broader strategic value lies in access to an international distribution network, marketing capabilities, R&D resources, an expanded product portfolio and the management experience of a Japanese group with more than 120 years of history.
For that reason, the key post-deal question may not be “Will Thien Long still be a Vietnamese company?”
A more meaningful question is where the Thien Long brand will sit within Kokuyo’s wider ecosystem: will it remain a relatively independent brand with international expansion potential, or will it gradually become a manufacturing and distribution platform inside the Japanese group?
Chairman Co Gia Tho has previously expressed the ambition to take the business international while maintaining the Thien Long brand in Vietnam.
In a control transaction, however, the answer to that question will depend heavily on post-merger integration strategy, not merely on the legal terms agreed at closing.
The transaction is not yet at the finish line
As of September 24, 2026, the conditional approval from competition authorities has removed a major regulatory obstacle.
However, it would still be inaccurate to state that Kokuyo has already completed its acquisition of 65.01% of Thien Long.
Under the disclosed structure, Kokuyo still needs to complete the acquisition of TLAT and carry out the public tender offer for TLG shares. The official tender offer price will also need to be disclosed as the transaction progresses.
The Thien Long–Kokuyo transaction therefore remains an M&A story in progress.
Even before closing, however, the transaction already highlights an important market trend: Vietnamese companies with strong brands, deep distribution networks and established manufacturing capabilities are increasingly becoming strategic assets in the regional expansion plans of global corporations, rather than merely targets for financial investment.
For Thien Long, the transaction may mark the end of an era in which the founding family held corporate control.
At the same time, it opens a new test: whether a Vietnamese brand built over more than four decades can use a cross-border M&A transaction as a platform to move from domestic leadership into a more significant position within Asia’s stationery value chain.
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