Vietnam M&A Market 2026: Trends and Outlook

Why Vietnam Is ASEAN’s Fastest-Rising M&A Market

Vietnam has become one of the most compelling M&A markets in Southeast Asia. For deal professionals covering the region, it is no longer a secondary consideration behind Singapore or Thailand — it is a primary market with its own deal ecosystem, regulatory framework, and sector-specific dynamics that demand dedicated attention.

The numbers tell part of the story. Vietnam recorded 367 M&A transactions with total announced deal flow of approximately USD 8.7 billion in 2025, up 26% year-on-year, according to Grant Thornton Vietnam. That recovery came after several years of muted activity, and the trajectory heading into 2026 is upward. But the real story is structural: Vietnam’s economy is growing at over 6% annually, FDI disbursements reached a record USD 27.6 billion in 2025, and a series of regulatory reforms enacted in late 2025 are fundamentally improving the deal environment.

For acquirers, Vietnam offers what few APAC markets can: a large, young consumer market (100 million people, median age 31), a rapidly industrialising economy positioned at the centre of global supply-chain diversification, and valuations that remain materially lower than comparable targets in Thailand, Malaysia, or Indonesia. For sellers, the deepening pool of both domestic and foreign capital creates exit strategy optionality that didn’t exist five years ago.

This article covers what practitioners need to know to operate effectively in Vietnam’s M&A market in 2026.

The Deal Landscape: Volume, Composition, and Trends

Vietnam’s M&A market has a distinctive profile. It is predominantly mid-market, driven by strategic buyers rather than financial sponsors, and increasingly domestic in composition — though foreign capital remains critical to the largest transactions.

Deal Volume and Composition

According to Grant Thornton Vietnam’s 2026 outlook, the 367 transactions in 2025 broke down across several categories:

• Domestic M&A: Domestic investors accounted for nearly half of total deal value, driven by corporate restructuring and balance-sheet-driven strategic acquisitions. Vietnamese conglomerates — particularly in real estate, financial services, and consumer — are actively consolidating.
• Inbound cross-border M&A: Thailand, South Korea, and Japan continued to lead foreign buyer activity, reflecting Vietnam’s entrenched position within regional manufacturing and consumption value chains. Chinese investors emerged as a more visible presence in 2025, shifting from greenfield investments toward selective strategic acquisitions.
• Capital contributions and share purchases: This category surged 54.8% year-on-year to USD 7.03 billion, per Duane Morris, signalling growing comfort among foreign investors with Vietnam’s corporate acquisition framework.

The mid-market (USD 20-200 million enterprise value) is where the bulk of transaction activity occurs. Large-cap deals make headlines — such as the USD 517 million acquisition of a Ho Chi Minh City hospital by a Southeast Asian healthcare group in 2025 — but the steady flow of mid-market PE buyouts, strategic acquisitions, and divestiture transactions defines the Vietnam deal landscape.

Major Deals in 2025

Deal	Value	Sector
Southeast Asian Healthcare Group acquires HCMC hospital	USD 517M	Healthcare
Birch acquires Eastern Real Estate	USD 365M	Real estate
Singaporean REIT acquires 49% of Vietnamese industrial park	USD 220M+	Industrial
Asahi Life (Japan) acquires MVI Life	USD 194M	Insurance
Kokuyo (Japan) acquires controlling stake in Thien Long Group	USD 177M	Consumer
AEON acquires Post & Telecommunication Finance Co.	USD 162M	Financial services
Ares Management acquires Medlatec Group	USD 150M	Healthcare

Sources: Freshfields Vietnam M&A Spotlight, Duane Morris.

Key Sectors for M&A

Vietnam’s sector mix for M&A reflects the country’s position as a fast-industrialising economy with structural tailwinds across healthcare, energy, technology, and consumer.

Healthcare

Healthcare has emerged as the most active M&A sector in Vietnam. The combination of rising incomes, an expanding middle class, underinvestment in healthcare infrastructure, and growing demand for private healthcare services has created a deep pipeline of targets. Hospital chains, pharmaceutical distributors, diagnostic laboratories, and medical device companies are all in demand.

The Ares Management acquisition of Medlatec Group (USD 150 million) and the USD 517 million hospital deal demonstrate that international buyers are willing to pay meaningful valuations for scaled Vietnamese healthcare platforms. Due diligence in this sector requires particular attention to licensing, staffing compliance, and land-use rights — healthcare facilities in Vietnam often operate on leased government land with complex tenure arrangements.

Technology and Digital Services

Vietnam’s technology sector has grown rapidly on the back of a large, young, digitally connected population and a strong base of software engineering talent. Fintech, e-commerce enablement, SaaS, and digital payments are the most active sub-sectors for M&A.

The anticipated FTSE Emerging Market upgrade (discussed below) is expected to further catalyse tech M&A by improving exit pathways for venture-backed companies. Vietnam’s tech startup ecosystem has matured to the point where a growing pipeline of companies have reached the scale where trade sales and PE-backed buyouts become viable — creating downstream deal sourcing opportunities for acquirers.

Renewable Energy

Vietnam’s National Power Development Plan 8 (PDP8) has positioned renewable energy as a priority sector, creating significant M&A activity in solar, wind, and energy storage. The country’s energy transition — driven by both domestic policy and international climate commitments — requires massive capital investment, much of which is expected to flow through M&A rather than greenfield development.

Foreign energy companies and infrastructure funds are actively acquiring operational renewable assets and development pipelines. Deal structuring in this sector is complex, involving build-operate-transfer concessions, power purchase agreements, and regulatory approvals from the Ministry of Industry and Trade.

Real Estate and Industrial

Real estate remains a perennial M&A sector in Vietnam, though activity has shifted from residential toward industrial and logistics assets. Vietnam’s role as a manufacturing hub — accelerated by supply-chain diversification away from China — has driven demand for industrial parks, warehousing, and cold-chain infrastructure.

The trio of new laws (Land, Housing, Real Estate Business) effective in 2025 has clarified the legal framework for land transactions but introduced market-based land valuation, which raises acquisition costs. Dealmakers should expect more complex earnout structures as buyers and sellers navigate the valuation implications of the new land pricing regime.

Education

Vietnam’s education sector is attracting both PE and strategic M&A activity. The government’s 2026 education regulatory reforms have improved the framework for foreign investment in private education, and the growing middle class is driving demand for international-standard K-12 schools, English language training, and vocational education.

For a broader view of education M&A dynamics, see our Education and EdTech M&A guide.

Regulatory Framework for M&A

Vietnam’s regulatory environment for M&A has improved materially in recent years, but it remains more complex than Singapore, Hong Kong, or Australia. There is no single M&A statute — the framework is distributed across multiple laws, and sector-specific restrictions on foreign ownership require careful navigation.

Core Legislation

Investment Law (2025 amendment). The new Investment Law, passed in December 2025 and effective from March 2026, represents a significant step toward liberalisation. Key changes include the removal of certain conditional sectors from the restricted list, streamlined administrative procedures for foreign investors, and improved transparency in investment approval processes, according to Rodl & Partner.

Enterprise Law No. 59/2020. Governs corporate structures, shareholder rights, mergers, and asset purchase transactions. Sets out procedures for mergers by way of transfer of all assets, rights, and obligations to the surviving entity.

Law on Securities No. 54/2019 (as amended 2024). Regulates acquisitions of shares in public companies, including tender offer requirements. A major shareholder is defined as one holding 5% or more of voting shares.

Competition Law No. 23/2018. Enforced by the Vietnam Competition Commission (VCC). Any M&A transaction that causes or is likely to cause substantial anti-competitive effects on the Vietnamese market may be prohibited. Vietnam has been increasingly active in antitrust review enforcement.

Foreign Ownership Restrictions

This is the most critical regulatory dimension for foreign acquirers. Vietnam maintains sector-specific foreign ownership limits (FOLs) that vary widely:

Sector	Foreign Ownership Cap	Notes
Banking	30% (49% for distressed banks)	Decree 69/2025 raised cap for distressed banks
Telecommunications	49%	Service-specific limits apply
Insurance	100%	Fully liberalised
Real estate	Conditional	Subject to land-use rights restrictions
Retail / distribution	100% (with conditions)	Economic needs test may apply for multi-outlet retail
Manufacturing	100% (most sub-sectors)	Some restrictions for defence-related manufacturing
Education	100% (with conditions)	Recent reforms have improved the framework

Vietnam’s WTO commitments and free trade agreements (CPTPP, EVFTA) provide additional market access rights for investors from member countries. Understanding which trade agreement provides the most favourable treatment for your specific transaction is a critical element of deal structuring.

Regulatory Comparison

Aspect	Vietnam	Singapore	Thailand
Foreign ownership screening	Sector-specific FOLs	No general screening	Sector-specific (Foreign Business Act)
Merger control	VCC review (Competition Law)	Voluntary (CCCS)	Voluntary (OTCC)
Tender offer threshold	25% of voting shares	30% of voting shares	25% of voting shares
Squeeze-out threshold	90%	90%	90%
Typical regulatory timeline	8-16 weeks	4-8 weeks	8-12 weeks

Practical Notes on Regulatory Execution

Engaging with Vietnamese regulators takes longer than in Singapore or Hong Kong. Approval processes can involve multiple ministries depending on the target’s business activities — the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Industry and Trade, and sector-specific regulators may all have approval rights.

Pre-transaction consultation is advisable but not always productive in the way it would be in more mature jurisdictions. Investors should budget for regulatory timelines of 2-4 months for standard transactions and longer for deals involving regulated sectors or state-owned enterprise divestments.

The FTSE Emerging Market Upgrade

The single most consequential market event for Vietnam in 2026 is the anticipated FTSE Emerging Market upgrade, expected in September 2026.

The path to this upgrade was cleared in February 2026 when the Ministry of Finance issued Circular 08/2026, which removes the 100% pre-funding requirement for foreign institutional investors — the single biggest technical barrier to the upgrade. The new Non-Prefunding (NPF) model allows foreign investors to settle trades on T+2 settlement, aligning Vietnam with developed market standards.

The implications for M&A are significant:

• Passive fund inflows. Inclusion in the FTSE Emerging Index forces ETFs and index-tracking funds to automatically buy Vietnamese equities. Estimates of potential inflows range from USD 1-5 billion in the first year, according to market analysts.
• Improved exit pathways. For PE firms and strategic investors, the deeper liquidity and higher valuations associated with emerging market status improve IPO exit prospects and secondary sale pricing.
• Valuation support. Increased foreign capital flow into Vietnamese equities should support multiple expansion across the market, which may increase transaction valuations for both public and private targets.
• Deal structuring opportunities. The upgrade creates opportunities for pre-IPO investments, take-private transactions (buying undervalued listed companies before the liquidity wave), and SPAC-like structures that capitalise on the anticipated re-rating.

Tax Considerations

Vietnam’s tax regime is competitive but more complex than Singapore’s. Understanding the tax implications of deal structuring is essential for optimising returns.

Key Tax Features

Tax Feature	Vietnam Treatment	Practical Impact
Corporate income tax	20% standard rate	Incentives available for priority sectors and zones
Capital gains tax	20% on gains from share transfers	Applies to both domestic and foreign sellers
Withholding tax on dividends	0% (domestic) / 5-10% (foreign)	Treaty rates may apply
Withholding tax on interest	5% (domestic) / 5-10% (foreign)	Treaty rates may apply
VAT on share transfers	Exempt	No VAT on equity transactions
Transfer pricing	Decree 132/2020 (OECD-aligned)	Active enforcement; documentation required

Capital Gains Tax

Unlike Singapore (which has no capital gains tax), Vietnam imposes a 20% tax on gains from the transfer of shares. For foreign investors, this is typically assessed on the difference between the sale price and the original acquisition cost. Proper documentation of the acquisition cost basis is critical — disputes with tax authorities over cost basis calculations are common and can be material.

Tax Incentive Zones

Vietnam offers significant tax incentives for investments in priority sectors and designated economic zones. These can include reduced CIT rates (as low as 10% for 15 years), tax holidays (4 years of exemption, 9 years of 50% reduction), and import duty exemptions. For M&A transactions, the availability of these incentives at the target level can materially affect post-acquisition returns and should be verified during due diligence.

Double Tax Agreement Network

Vietnam has signed over 80 DTAs. Key treaty partners for M&A structuring:

• Singapore-Vietnam: Reduced withholding on dividends (5/10/12.5%) and interest (10%)
• Japan-Vietnam: Reduced withholding on dividends (10%) and interest (10%)
• South Korea-Vietnam: Reduced withholding on dividends (10%) and interest (10%)
• Hong Kong-Vietnam: Reduced withholding on dividends (10%) and interest (10%)

Singapore remains the most common intermediate holding jurisdiction for foreign investments into Vietnam, combining treaty benefits with Singapore’s absence of capital gains tax.

Deal Structures Common in Vietnam

Vietnam M&A transactions use structures that broadly follow international conventions, with some important local variations.

Share Purchase Agreements

The most common structure for private company acquisitions. SPAs in Vietnam follow standard practice — representations and warranties, indemnification, closing conditions, and post-completion adjustments. However, enforcement of SPA provisions through Vietnamese courts remains untested in many areas. International arbitration (typically SIAC in Singapore or VIAC in Vietnam) is the preferred dispute resolution mechanism for cross-border transactions.

Capital Contribution

Foreign investors can acquire interests in Vietnamese limited liability companies through capital contribution — subscribing for new equity in the target. This is commonly used when FOLs prevent a direct share purchase, or when the investor prefers to inject fresh capital rather than purchasing existing shares.

Asset Deals

Less common than share deals but used in specific situations — particularly when the buyer wants specific assets without assuming target liabilities. Asset deals in Vietnam can trigger VAT (10%) and require individual assignment of contracts and licences, which adds complexity and cost.

State Divestments

The Vietnamese government has a pipeline of planned divestments from state-owned enterprises (SOEs). These transactions follow specific procedures mandated by the Ministry of Finance and typically involve auction process mechanisms. The pace of SOE divestment has been slower than planned — many assets have failed to sell on first attempt — but the pipeline remains a significant source of potential deal flow, particularly in banking, telecommunications, and industrial sectors.

The PE and VC Ecosystem

Vietnam’s private equity and venture capital ecosystem has grown substantially, though it remains less developed than Singapore’s or Thailand’s.

Private Equity

Several regional and global PE firms have made significant investments in Vietnam. Active players include:

• Warburg Pincus: One of the most active foreign investors in Vietnam, with investments across financial services, healthcare, and consumer
• KKR: Infrastructure and industrial investments
• Mekong Capital: Pioneer Vietnam-focused PE firm with deep local expertise in consumer and retail
• VinaCapital: The largest Vietnam-focused investment manager, with PE, real estate, and public market strategies
• TPG, Bain Capital, Affinity Equity Partners: Selective large-cap transactions

PE deal activity in Vietnam is concentrated in buyouts and growth equity. Platform acquisition strategies are emerging — particularly in healthcare, education, and consumer — but are less advanced than in more mature markets. The mid-market (USD 20-100 million) is the most active segment for financial sponsors.

A convergence of succession pressures among founder-led family businesses and exit requirements from PE investments made during the 2019-2020 vintage is expected to unlock a broader pool of actionable sell-side opportunities in 2026-2027.

Venture Capital

Vietnam has developed a meaningful VC ecosystem, particularly in Ho Chi Minh City and Hanoi. Fintech, e-commerce, edtech, and healthtech are the most funded verticals. The maturing of this ecosystem creates downstream M&A deal flow as VC-backed companies reach the scale where trade sales become viable.

Advisory Landscape

Vietnam’s M&A advisory ecosystem is developing rapidly but remains thinner than Singapore or Hong Kong — particularly in the mid-market.

Investment Banks and Advisory Firms

Global investment banks (Goldman Sachs, Morgan Stanley, J.P. Morgan) cover Vietnam from their Singapore or Hong Kong offices, focusing on large-cap transactions above USD 200 million. Regional boutiques and local firms handle the bulk of mid-market deal flow.

Local advisory firms with Vietnam M&A expertise include VCSC, SSI Securities, VNDirect, and Viet Capital Securities. International firms with on-the-ground Vietnam presence include Freshfields (M&A legal), Baker McKenzie, and Duane Morris (one of the few international law firms with both Hanoi and Ho Chi Minh City offices).

The Advisory Gap

Despite the growing advisory ecosystem, there remains a significant gap in coverage for cross-border M&A transactions in the USD 20-200 million range. The combination of smaller deal sizes (which limit fee pools), regulatory complexity (which increases execution cost), and information asymmetry (which makes sourcing harder) means that many viable Vietnam transactions never get matched to the right buyer.

This is the problem that Amafi addresses. Our AI-powered advisory practice is built specifically for mid-market M&A in Asia Pacific — automating deal sourcing, buyer-seller matching, and deal marketing across the region’s fragmented markets. For advisory teams covering Vietnam from Singapore, Bangkok, or Hong Kong, Amafi extends your reach into deal segments that traditional sourcing methods struggle to cover.

Practical Considerations for Dealmakers

Timeline Expectations

Vietnam M&A transactions take longer to execute than in Singapore or Hong Kong:

• Private company acquisition (no regulated sector): 12-20 weeks from signed term sheet to completion
• Private company acquisition (regulated sector): 16-30 weeks, depending on the number of regulatory approvals required
• Public company tender offer: 3-6 months
• SOE divestment: 6-12 months (often longer due to government approval processes)

Due Diligence Considerations

Due diligence standards in Vietnam are improving but remain below Singapore or Australian levels. Key areas requiring particular attention:

• Land-use rights: Vietnam has a complex land tenure system. All land is owned by the state; companies hold land-use rights, which have fixed terms and varying transferability. Verifying the status, remaining term, and transferability of land-use rights is critical for any acquisition involving real property.
• Labour compliance: Vietnamese labour law is protective of employees. Due diligence should cover employment contracts, social insurance compliance, and union obligations.
• Tax compliance: Historical tax positions require careful review. Tax audits by Vietnamese authorities are common, and unresolved tax exposures can be material.
• Related-party transactions: Vietnamese companies — particularly family-owned businesses — frequently engage in related-party transactions that may not be documented or may be conducted on non-arm’s-length terms.
• Financial reporting quality: Vietnamese Accounting Standards (VAS) differ from IFRS in several respects. Quality of earnings analysis should account for these differences.

Currency and Capital Controls

Foreign exchange is regulated by the State Bank of Vietnam. An investment capital account in Vietnamese dong is required for foreign investors making capital contributions or share purchases. Repatriation of investment profits is generally permitted but must flow through the registered investment capital account. The Vietnamese dong is not freely convertible, and currency risk is a meaningful consideration for foreign investors.

What’s Next for Vietnam M&A

Several trends are shaping the Vietnam M&A market heading into the second half of 2026:

FTSE upgrade liquidity wave. The anticipated September 2026 upgrade is the single most important near-term catalyst. The resulting inflows will deepen capital markets, support valuations, and create new exit pathways for financial sponsors.

Succession-driven deal flow. A generation of Vietnamese entrepreneurs who built businesses in the 1990s and 2000s are approaching retirement. Where the next generation lacks interest or capability to run the business, succession planning pressures are converting family businesses into M&A opportunities.

State divestment acceleration. The government has signalled renewed commitment to divesting from SOEs, including partial sales in banking, telecoms, and industrial assets. While the pace has historically lagged announcements, the fiscal incentive to monetise state assets is growing.

Supply-chain M&A. Vietnam’s position as a primary beneficiary of supply-chain diversification away from China continues to drive inbound M&A in manufacturing, logistics, and industrial infrastructure. Japanese, Korean, and Singaporean companies are the most active acquirers in this space.

Healthcare consolidation. With structural demand drivers (rising incomes, ageing demographics, underinvestment in infrastructure), healthcare M&A is expected to remain the most active sector. International PE firms and hospital groups are building scaled platforms through sequential acquisitions.

Regulatory convergence. The new Investment Law, updated securities regulations, and FTSE-related reforms collectively represent a step-change in Vietnam’s regulatory environment. While gaps remain — particularly in merger control enforcement and FOL transparency — the trajectory is toward a more predictable, investor-friendly framework.

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Exploring M&A opportunities in Vietnam? Amafi provides deal teams with AI-powered tools for sourcing targets, matching buyers, and marketing mandates across Vietnam and ASEAN — purpose-built for the complexity of cross-border dealmaking in Asia Pacific. Get in touch.