Vietnam hopes to tax Metro’s $876 million transfer

Thanh Nien News

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A man pushes carts at a Metro supermarket in Hanoi August 8, 2014. Photo: Reuters A man pushes carts at a Metro supermarket in Hanoi August 8, 2014. Photo: Reuters


Officials in Vietnam said German retail giant Metro will have to pay taxes on the sale of its local stores to a Thai company if an audit reveals it proved profitable.
Early last month, Reuters cited a statement issued by Metro's Ho Chi Minh City office as saying it has agreed to sell its hypermarkets in Vietnam to Thailand’s Berli Jucker (BJC) for $876 million.
“BJC will take over the complete operational business of Metro Cash & Carry Vietnam including all 19 wholesale stores and the related real estate portfolio for an enterprise value of 655 million euros,” according to a release issued by BJC.
Officials from HCMC’s Investment and Planning Department and Tax Department told Thoi Bao Kinh Te Saigon Online they hadn't received notice of the sale and only learned of it through the media.
A source from the tax department said they've asked Metro Vietnam to report on the deal to help them calculate any possible taxes.
The source said the transfer won't be complete until 2015, and both parties still have a long time to perform relevant administrative procedures.
Vietnamese tax laws require a business transfer to be taxed if it generates income for the seller.
Based on existing regulations, Metro could be taxed on the difference between the transfer value and its investment in the chain, including the cost of negotiating and executing the transfer itself.
Whether the Vietnamese government will be able to collect a penny from Metro remains to be seen. 
Metro, Europe’s fourth-biggest retailer, hasn't paid any corporate income tax in Vietnam for the duration of its time here.
A report authored by the General Taxation Department and released in 2013 showed that the retailer had repeatedly declared losses of up to $7.5 million a year and was therefore exempt from taxes.
The company opened its first cash-and-carry store in Vietnam in 2002 and has since opened 19 such stores across the country that employ some 3,600 people, making Vietnam its second-largest market in Asia after China.
Financial reports from Metro itself claim its revenues jumped from 38 million euros in 2002 to 516 million euros last year.
Some suspect that Metro has been less than honest in the ongoing transfer and may have under-declared the actual value of the transaction to avoid paying taxes.
A Thoi Bao Kinh Te Saigon reporter quoted an anonymous tax official as saying that BJC wouldn't agree to under-report the value of the transfer since that would only shift the tax burden to BJC -- should it choose to sell the stores in the future.
Metro Vietnam hasn't publicly announced its investment in the stores but a government analysis from May 2013 placed its value at roughly $301 million.
The number hasn't been updated, but observers say Metro hasn't expanded much since that time due to the stagnant economy.
That leaves a taxable value of around $578 million, before transfer expenses.
Lawyer Le Thanh Kinh said Metro would be taxed at around 20 percent.
An unidentified tax official confirmed that rate.
The Wall Street Journal reported that Metro generated sales of 516 million euros ($692 million) in the 2012/13 fiscal year.
Reuters cited sources familiar with the transfer predicting it would raise Metro’s earnings before interest and tax (EBIT) by around 400 million euros ($525 million) in the 2014/15 fiscal year.
Bloomberg published a similar estimation.
A Metro press release said the deal with BJC would create a positive EBIT effect worth hundreds of millions of euros.

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