M&A in a period of strategic transformation

Improving institutional quality, especially transparency and capital market governance, will continue to improve the M&A environment in Vietnam.

Key reforms

Over the past 12 months, Vietnam has enacted a series of reforms that have laid a solid foundation for a more dynamic M&A environment. Rather than looking at individual policies, it is the combined impact of these policies that has made the real difference.

The four pillars identified in the Politburo resolutions reflect a concerted effort to escape the middle-income trap and create a competitive, innovative and creativity-based economy.

Resolution 57-NQ/TW focuses on digital transformation, innovation and high-tech industries. Resolution 59-NQ/TW promotes international integration in an increasingly fragmented world . Resolution 66-NQ/TW modernizes the legislative process, reduces bureaucracy, improves contract enforcement and investor confidence. Resolution 68-NQ/TW strengthens the role of the private sector as a growth engine.

As of October 2025, the Politburo has issued seven strategic resolutions.

According to official reports, the National Assembly passed 38 laws and about two dozen resolutions, while the Government issued about 288 decrees and 433 decisions to address structural bottlenecks.

In parallel, plans and programs are being implemented to reduce or simplify about 2,000 administrative procedures and 2,300 business conditions. The implementation of new reciprocal tax policies and double taxation avoidance agreements are reducing obstacles, difficulties and risks arising in cross-border M&A transactions.

These improvements are increasingly being seen by foreign investors. Vietnam’s “bamboo diplomacy” maintains macroeconomic stability and predictability, making the country an attractive destination during times of global geopolitical uncertainty. This stability continues to bolster the confidence of institutional, strategic and private investors when assessing the prospects for M&A in Vietnam.

Thus, the macro dynamics are extremely important, showing that Vietnam is going through a period of strategic structural transformation: from a country attracting FDI thanks to its low-cost advantage, to an attractive destination because of its leading dynamic market and becoming Asia's leading sustainable growth story.

Profound changes in industry structure

The next M&A cycle will not only be a story of deal volume or scale, but also of profound shifts in industry structure and the impact on a country's long-term competitiveness.

A deeper shift is also taking place at the micro level, in the mindset of a new generation of entrepreneurs in Vietnam – those who were trained abroad, received modern education and see M&A as a strategic tool for growth, transfer and diversification of assets.

Experience in M&A consulting shows that about 60% of small and medium-sized business owners are actively looking for strategic partners. This shift stems from the awareness of the importance of scale and professional management as prerequisites in the era of globalization.

While changes in mindset have contributed to the growth of the M&A market, there are still many behavioral biases in the M&A sector that foreign investors need to recognize and address. For example, founders often set high valuation expectations due to media coverage of “mega” deals. Closing this valuation gap requires not only accurate financial modeling, but also cultural intelligence and superior operational and strategic management capabilities.

Featured industries

Against a backdrop of favorable policies, there are several sectors that stand out for international M&A, including the corporate bond and equity markets. Consolidation will drive demand for M&A financing instruments such as private credit, leveraged loans, mezzanine finance (a form of debt combined with equity) and venture capital. Regional private credit funds, particularly from Singapore, South Korea and Japan, are likely to enter the Vietnamese market to fill the financing gap and facilitate large-scale transactions.

Vietnam is in a transitional phase, with institutional strengthening, changing domestic business behavior and global capital convergence. The next wave of M&A will be more strategic, professional and international, with legal transparency keeping up with market dynamics.

Healthcare and life sciences remain the most attractive sectors. Aging populations, expanding middle classes and public-private partnerships facilitate international investment. Even niche segments, such as long-term care for foreign retirees, can grow with the right regulatory support.

High-tech and digital transformation will attract significant attention. Vietnam aims to boost its capabilities in semiconductors, artificial intelligence, cloud computing and cybersecurity.

Renewable energy continues to have strong potential. Regulatory adjustments under Power Development Plan VIII (PDP8), increased investor interest in solar and wind projects, coupled with new opportunities in energy storage and transmission, will support future transactions once the regulatory framework stabilizes.

Education and EdTech remain attractive sectors. The Vietnamese middle class demands higher quality education, international programs and more practical vocational training. Several German organizations are looking for opportunities and I expect significant M&A activity in this sector.

The high-tech and healthcare industries are now and will be two industries with great potential for the upcoming M&A cycle. Even within these two industries, there are profound shifting trends that are evident in the way deals are done. That is the trend of “Acqui-hiring” - M&A as a human resources strategy, when large companies acquire small technology companies not for revenue, but to attract specialized engineering and technology teams. This trend will be further promoted as the competition for talent in the technology and healthcare fields becomes more fierce.

In contrast, the trend of Platform Consolidation will reshape the retail, logistics and private healthcare industries. These are quite fragmented industries, consisting of many small-scale companies. In this case, M&A is driven by the need to build platforms, streamline operations and assert market position. Here, private equity funds will play a decisive role, providing both capital and operational expertise to carry out complex mergers. The recent wave of hospital chain acquisitions is a clear and early sign of this trend.

Recent regulatory improvements and increased economic diplomacy are supporting this trend. The Joint Statement on the Framework for a Fair, Reciprocal, and Balanced Trade Agreement between the United States and Vietnam, released on October 26, has fueled growing interest from US investors in both FDI and M&A.

Improving institutional quality

Improving institutional quality, especially transparency and capital market governance, will continue to improve the M&A environment in Vietnam.

Policies to promote the application of international accounting standards (IFRS), improve disclosure standards and develop a rating system to reduce valuation risks for foreign investors. Debt market reform will facilitate M&A financing and attract private credit funds.

Financial hubs in Ho Chi Minh City and Da Nang will help expand the ecosystem of legal, advisory, audit and valuation services needed for complex cross-border transactions. These improvements will increase legal predictability, strengthen exit opportunities and ultimately increase Vietnam’s attractiveness for international M&A.

For Vietnam to truly activate capital flows from foreign investors through the M&A channel, in addition to strong steps through new policy statements, the Government needs to focus on building a solid M&A ecosystem based on three main pillars.

The first is to expand intermediary resources. To develop the M&A value chain, there is a need for more specialized sales consultants to help Vietnamese companies prepare for sale, more M&A law firms with extensive transaction experience, and more independent valuation experts to narrow the valuation gap through reliable data analysis.

Second, develop the domestic corporate bond market and private credit funds. This will support leveraged buyouts (LBOs), allowing financial sponsors to generate returns through financial engineering in addition to operational improvements, while providing alternative funding structures beyond pure equity.

Third is post-merger integration (PMI). Success in M&A transactions is not only based on the value at the time of signing, but also on the ability to create synergy value in the next 3-5 years. Building PMI capacity to create value is a service that is seriously lacking in the Vietnamese market.

A notable positive development contributing to the transparency of the Vietnamese M&A market is the Government’s push for digitalization. The recent aggressive implementation of mandatory e-invoices, centered on the tax authority’s database, is a turning point for the M&A financial due diligence process. While it does not completely eliminate risks, it provides a reliable verification platform that was previously unavailable. It is also the start of a long-term roadmap for IFRS adoption, demonstrating the Government’s commitment to improving financial transparency, which will certainly strengthen investor confidence.

While the Government has laid the strategic foundation and is making significant progress on financial transparency, the next wave of M&A will require a dual focus: respecting the overall strategic vision and implementing it systematically and effectively.

Source: https://baodautu.vn/ma-trong-thoi-ky-chuyen-bien-chien-luoc-d453597.html