Feasible M&A deals create growth space

M&As can help reduce business waste and create better conditions for long-term growth
M&As can help reduce business waste and create better conditions for long-term growth

A stabilising economic outlook and intensifying corporate restructuring are opening fresh dealmaking opportunities in Vietnam, even as investors apply tighter standards on governance, cash flow and post-deal performance.

At the Spring M&A Forum held last week in Hanoi, experts said that 2026 is expected to open up fresh opportunities for Vietnam’s merger and acquisition (M&A) market. Positive drivers include a gradually stabilising economic recovery, a shift in international capital flows towards markets with sustainable growth prospects, and an accelerated restructuring process among domestic enterprises.

According to data updated to the end of 2025, Vietnam recorded around 220 M&A transactions, with a total disclosed value of approximately $2.3 billion. Hoang Ho Quang, chairman of James Invest, noted that in Vietnam, M&A deals valued at several tens of millions of US dollars represent the segment attracting the greatest interest from both investors and domestic enterprises.

“These are also the most feasible transactions for local companies,” he said. “Sectors with strong demand for M&A and capital raising in Vietnam include real estate, finance, consumer goods, technology, healthcare, education, and high-end hospitality.”

These sectors typically offer profit margins above 30 per cent, stable revenue streams, and products that can be exported to multiple global markets, Quang added. Nguyen Duc Kien, former head of the Prime Minister’s Economic Advisory Group, observed that them global economy has been gradually shifting away from multilateralism and deep cooperation towards a more bilateral approach, with national and strategic interests taking centre stage.

“This shift is occurring amid rising geopolitical, trade and financial uncertainties, making the macro-policy environment far less predictable than in previous periods,” Kien said. “These developments have had a direct impact on investment strategies, forcing businesses and investors to seek more flexible restructuring solutions, with M&A emerging as a key instrument.”

Domestically, Vietnam saw more than 195,000 newly established enterprises in 2025 and around 102,300 businesses resuming operations, while approximately 114,400 firms temporarily suspended operations for restructuring and nearly 36,000 exited the market altogether. “These figures point to substantial room for M&A activity, as corporate screening and restructuring are taking place on a broad scale. In this context, M&A is no longer simply about buying and selling companies, but has become a mechanism for reallocating resources across the economy,” he added.

Tran Dinh Thien, former president of the Vietnam Institute of Economics, said M&As serve as an important channel for transferring projects, assets and business opportunities from distressed companies to entities with stronger financial capacity and governance.

“When conducted transparently and in line with proper standards, this process can enhance the efficiency of resource allocation, reduce waste and create space for long-term growth,” he said. Banking and finance expert Le Xuan Nghia noted that as bank credit becomes more tightly controlled,
M&As have emerged as an indirect capital-raising channel, helping enterprises address cash flow constraints and restructure balance sheets.
“Moreover, it enables long-term investors to participate more deeply in the restructuring of Vietnamese companies, rather than limiting themselves to short-term financial investments,” he said. According to Grant Thornton’s December edition of the Monthly Deal Digest, in December, Vietnam’s M&A market recorded 31 deals with an estimated total value of around $1.3 billion.

The consumer sector is the leading contributor in terms of both transaction volume and deal value, reflecting its role in supporting long-term strategic objectives as well as portfolio realignment initiatives undertaken by industry participants. Foreign investors persistently demonstrate outstanding interest
in the Vietnamese market, as evidenced by their active engagement in domestic M&A activities, with especially prominent participation from investors originating from Japan and Thailand. However, experts also pointed out that Vietnam’s M&A market continues to face significant barriers. Pham Thuy Duong, head of the Steering Committee for the Establishment of the Vietnam M&A Association, said the current legal framework remains fragmented,
particularly in areas related to land, investment approval, project transfers and valuation.

In addition, post-M&A management capacity remains limited at many enterprises, increasing risks not only for investors but also for target companies themselves. “One notable shift is that investor standards in M&A transactions are changing markedly,” she said. “Whereas many deals in the past were driven by expectations of asset price appreciation or rapid scale expansion, investors are now far more cautious, focusing on execution capability, operational performance and the ability to generate sustainable cash flow after the transaction.”

This trend requires Vietnamese enterprises to become more transparent in their financials, legal status and development strategies if they wish to participate more deeply in the M&A market, she added. Experts noted that at a macro level, M&A also has spillover effects on the structure and quality of
economic growth. “When transactions are conducted transparently and involve strategic investors, particularly foreign ones, governance and risk management standards among domestic enterprises will gradually improve,” said Quang of James Invest.

Nevertheless, he cautioned that without effective oversight and an appropriate institutional framework, it may be exploited for market manipulation, undervalued asset acquisitions or transfer pricing, with negative consequences for the business environment. “Therefore, completing the legal framework, strengthening the role of intermediaries and enhancing information transparency are essential prerequisites for the healthy development of the M&Ammarket,” he said.

Sharing of Ms. DANG THI THU HUONG, CEO, IPC M&A Vietnam

Vietnam’s real estate market is experiencing a robust wave of mergers and acquisitions, accounting for more than half of the total merger and acquisition (M&A) value nationwide. Real estate M&A has evolved beyond pure financial transactions to become a strategic instrument for reshaping the market, reviving stalled projects, restoring liquidity, restructuring businesses, and attracting higher-quality capital.

Through M&A, previously frozen land banks and delayed projects are being transferred to investors with stronger financial capacity and operational expertise, enabling the resumption of urban development. A notable example is CapitaLand’s acquisition of a project from Becamex IDC, valued at approximately $553 million. Beyond capital injection, the deal introduced international governance standards, demonstrating how M&A can revive projects, reduce inefficiencies, and improve the overall allocation of social resources.

M&A has also played a critical role in enhancing liquidity and diversifying funding channels. As bank credit remains tightly controlled, it has emerged as an effective non-bank financing avenue. Sellers can improve cash flow and ease financial pressure, while new investors inject capital to accelerate project implementation. Transactions involving partners from Japan, Singapore, and South Korea illustrate how foreign capital not only boosts liquidity but also elevates governance standards, transparency, and professional management practices.

At the corporate level, M&A offers an opportunity to restructure underperforming developers while introducing advanced governance frameworks and stronger financial transparency. Post M&A, joint ventures often allow parties to leverage complementary strengths, such as land resources, capital, and brand equity. Nevertheless, post-merger integration challenges, particularly cultural and strategic alignment, remain significant and require transparency, shared vision, and long-term commitment from all stakeholders.

Importantly, M&A facilitates risk reallocation and capital structure optimisation. Many transactions are closely linked to project-level financial restructuring, including equity injections and debt rescheduling. Novaland’s divestment of 22 assets, generating over $550 million to reduce debt and refocus on core projects, highlights how M&A can strengthen balance sheets. In this process, risks are more appropriately distributed: sellers alleviate debt burdens, while buyers assume execution risks with greater capacity to manage them.

Sharing of Associate Professor, PhD, MD Dang Duc Nhu, Chairman of MedicalLaw

Global healthcare M&A has shown clear signs of recovery since late 2024, with deal value estimated at $120 billion in the first half of 2025. While both deal volume and value have declined sharply in the Americas, market share has shifted towards Europe, the Middle East, and Asia.

In Vietnam, total M&A value in the first eight months of 2025 reached approximately $4.8 billion, representing a 21 per cent on-year increase. The average deal size rose to $42 million, up 15 per cent compared to the 2022–2023 period, signalling continued growth in both scale and sophistication, particularly across healthcare, education, retail, and technology.

Vietnam’s healthcare market is expanding rapidly, from $18.5 billion in 2022 to a projected $25 billion in 2025. The pharmaceutical segment alone reached $7.2 billion in 2023, with an average annual growth rate of around 11 per cent. Growth is underpinned by rising healthcare demand, a fast-expanding middle class, expected to account for 26 per cent of the population by the end of 2026, and a rapidly ageing population.

Recent high-profile transactions underscore Vietnam’s appeal to foreign investors, including Livzon Pharmaceutical Group’s public tender offer for Imexpharm, as well as investments by Thomson Medical Group, CVC Capital, and Warburg Pincus in hospital systems and healthcare services. These deals highlight a strong concentration of M&A capital in pharmaceuticals, hospitals and clinics, and healthtech. This year, Vietnam’s healthcare M&A market is expected to continue its strong recovery, with transaction values projected to grow by 20-30 per cent compared to 2025.

Legal reforms and rising healthcare demand driven by demographic shifts will remain key catalysts. However, regulatory barriers persist, particularly in relation to personal data protection and competition compliance, requiring investors to adopt a cautious, well-structured approach to transactions.

Source: 8 INVESTING