M&A: A Strategic Answer in a New Landscape

For illustrative purposes only
For illustrative purposes only

Vietnam Emerges on the Regional M&A Map

According to Savills’ latest market report, M&A activity across the Asia – Pacific region is showing clear signs of divergence. While cross-border transactions remain vibrant in core markets such as Japan, Australia, and Singapore, China is facing more cautious investor sentiment and a notable decline in deal volumes. Against this backdrop of contrasts, Vietnam stands out as a bright spot, underpinned by macroeconomic stability, resilient FDI inflows, and legal reforms that are gradually taking effect.

Mr. Neil MacGregor, CEO of Savills Vietnam, noted that M&A activity in Vietnam has regained growth momentum over the past two years, as the market adapts to the new Land Law alongside amendments to the Housing Law and the Law on Real Estate Business. These changes have helped establish a clearer and more consistent legal framework for investors. However, he also cautioned that the supply of stabilized, income-generating assets remains limited, resulting in most M&A transactions being concentrated on projects under development rather than completed assets with established cash flows.

In terms of investment appetite, Savills observed that M&A capital is increasingly flowing into residential developments and large-scale urban projects. Notably, a growing shift from central urban areas to satellite locations has emerged, driven by improved transportation infrastructure and greater land availability. This trend aligns well with the long-term land banking strategies pursued by many investors.

Another notable development is the rise in joint ventures and minority stake acquisitions. According to Mr. MacGregor, this approach represents a cautious yet calculated strategy, particularly favored by Japanese investors. Holding minority stakes allows investors to gradually understand the market, gain experience, and build trust before committing to larger investments or deeper involvement in project development.

Vietnamese Enterprises Reposition to Capture M&A Opportunities

From an advisory perspective, JLL identified three key drivers currently shaping Vietnam’s M&A market. Among them, legal and policy reforms are considered the most decisive factor – especially following the issuance of Resolution No. 171/2024/QH15 by the National Assembly, which marks the beginning of a new development phase from April 2025. The resolution allows greater flexibility for investors to convert non-agricultural land for commercial residential development.

In parallel, the Politburo’s Resolution No. 68-NQ/TW has laid an important foundation for the stronger development of the private sector, while the Government continues to refine the legal framework and modernize capital mobilization mechanisms. The other two drivers, according to JLL, stem from an increasingly evident need for corporate restructuring and a relatively stable monetary policy environment.

JLL also highlighted that international investors, particularly those from South Korea, Singapore, Japan, and the United States, are placing growing emphasis on two key criteria when assessing M&A opportunities in Vietnam: legal transparency and sustainability. On this basis, the firm recommends that Vietnamese enterprises focus on strengthening four core areas to enhance their attractiveness to investors.

First, companies must ensure full legal compliance of their assets, especially land-use rights and related permits, while proactively preparing comprehensive legal due diligence documentation.

Second, asset valuation should be conducted professionally, in line with international standards, and updated regularly to accurately reflect market value, providing a solid foundation for negotiations.

Third, enterprises should remain flexible in deal structuring, remaining open to various forms of cooperation such as joint ventures, strategic partnerships, or full project transfers, depending on investor preferences.

Finally, building a transparent financial system – with audited financial statements prepared in accordance with international standards and a clear corporate governance framework – is considered critical. Companies are encouraged to invest systematically in standardizing financial reporting and strengthening internal governance processes to improve their chances of success in upcoming M&A transactions.