M&A REPORT

consultancy
2024

Our Professionals Your Success

Content PART 1:
Macroeconomic Overview
PART 1: Macroeconomic Overview 1
2 Over the past 35 years, the Vietnamese economy has weathered numerous
GDP
FDI 3 fluctuations, shaped by pivotal events such as the Asian financial crisis in
Political indicator in Vietnam compared to other 5 1997 and the subsequent global recession following Vietnam’s accession
Asean countries to the WTO in 2007. As a result, the Mergers & Acquisitions (M&A) market
PART 2: M&A Overview 6 mirrored these economic dynamics, illustrating the interconnectedness

PART 3: Success and Failure in M&A Deals 12 between market trading and prevailing economic conditions. The Vietnam
‘s Economic Timeline serves as a visual representation, encapsulating key
PART 4: Legal Update 14
economic events from 1989 to the present day:

VIETNAM’S ECONOMIC TIMELINE

Source: TMS Consultancy

The economic timeline illustrates the profound impact of both the Global
Recession and the onset of the Covid-19 pandemic in 2019 on the Gross
Domestic Product (GDP) index. Despite these challenges, Vietnam’s
resilience in recovering from GDP downturns instilled confidence among
investors, extending to the M&A sector. The data depicted in the cycle
underscores Vietnam’s emergence as a promising destination for long-term
investments, attracting attention even from major investors (“sharks”).
To grasp the nuances of this evolving economy, it’s essential to delve into
specific factors that have driven these changes, providing readers with
comprehensive insights.

1
 M&A Report | 2024 M&A Report | 2024

GDP FDI

The world situation continued to be The agriculture, forestry, and fisheries sector In 2023, Vietnam attracted investment from Foreign investors diversified their investments

complicated and unpredictable. Furthermore, contributed 11% to the total GDP, marking a 111 countries and territories. Singapore led the across 18 out of 21 national economic sectors.

due to the sluggish recovery of the global year-on-year growth of 4.13%. Meanwhile, the pack with a total registered investment capital Leading the pack was the processing and

economy and the persistently high inflation industrial and construction sector accounted exceeding $6.8 billion, constituting 18.6% of manufacturing industry, with a substantial

rate, numerous significant economies for 37%, showing a significant year-on-year Vietnam’s total registered investment capital. investment capital exceeding $23.5 billion,

continued to implement stringent monetary growth of 7.35%. The service sector held a Following closely, Japan secured the second comprising 64.2% of the total registered

policies. Besides, the war conflict between 44% share, with notable year-on-year growth position with nearly $6.57 billion invested, investment capital and marking a remarkable

Russia and Ukraine has not yet ended, and of 7.29%. representing 17.9% of the total investment 39.9% year-on-year increase. Following closely,

the Israel-Hamas conflict is taking place at capital. Hong Kong claimed the third spot the real estate business secured the second
However, within the industrial and
the same time. The aging and decelerating with a total registered investment capital position, attracting nearly $4.67 billion in
construction sector, challenges persisted,
growth of the labor force, combined with the surpassing $4.68 billion. investment, representing over 12.7% of the total
particularly amidst a global downturn in
incremental warming of the global climate, Other significant investors included China, registered investment capital and reflecting a
aggregate demand. The conflict between
have adverse effects on consumer demand Korea, Taiwan, Netherlands, Thailand, 4.8% year-on-year uptick.
Israel and Hamas in October, coupled with
and export orders in numerous nations, China’s reopening in Q4/2023, notably the US, and Samoa. The Foreign Direct Additionally, the electricity production and
including Vietnam. impacted Vietnam’s GDP, especially within Investment factor underscored Vietnam’s distribution industry, along with the banking
the industrial domain. These challenges continued appeal as a prime destination for and finance sector, claimed the third and
SOUTHEAST ASIA GDP GROWTH RATE 2023 manufacturers and investors alike to consider.
include intensified global competition and fourth positions, respectively. The former saw
decreased demand, directly affecting the TOP COUNTRIES WITH THE HIGHEST FDI a total registered capital surpassing $2.37
Vietnamese economy. IN VIETNAM | 2023 billion, indicating a 4.9% increase, while the
latter witnessed a significant surge with nearly
VIETNAM GDP STRUCTURE 2023
$1.56 billion invested, marking an exponential
27-fold rise

FDI STRUCTURE BY SECTOR | 2023

Source: World Bank 2023 & TMS Consultancy

Vietnam continued to stand out for its Source: MPI Vietnam & TMS Consultancy

exceptional economic growth within Source: Thomson Reuters & TMS Consultancy
Southeast Asia. The maintenance of stable
inflation, coupled with successful foreign
economic initiatives, laid a crucial foundation
for macroeconomic governance and the
stimulation of economic expansion in the Source: MPI Vietnam & TMS Consultancy

region.

2 3
 M&A Report | 2024 M&A Report | 2024

Political indicator in Vietnam compared to

other countries in ASEAN

From 2018 to 2022, Vietnam maintained a

commendable level of political stability, with the
Political Stability and Absence of Violence indicator
hovering around the world average. This stability
fostered an environment conducive to cautious
investment and thorough preparation among
dealmakers, as the low incidence of protests indicated
a favorable climate for long-term investments.
Moreover, stable politics contributed to improving
environmental quality and minimizing disruptions to
factory operations.

POLITICAL STABILITY AND ABSENSE OF VIOLENCE

Source: World Bank & TMS Consultancy

4 5
 M&A Report | 2024 M&A Report | 2024

PART 2
M&A Overview
Amount and value of deals in Vietnam by year (2019 – 2023)

Vietnam emerged as a promising star in Mergers & Acquisitions activities, buoyed

by robust government support. In 2023, the country witnessed a remarkable
increase of over a third in the quantity of transactions. Moreover, the average deal
Amount and value of deals Vietnam compared to other regional
value in 2023 alone nearly quadrupled the combined average deal value of both
countries
2021 and 2022, reaching approximately $200 million per transaction.
The statistics clearly demonstrate the long-term potentiality of Mergers and
Acquisitions activities in Asia from 2019 to 2023. Despite the significant impact of VIETNAM M&A OVERVIEW | 2019 - 2023
the Covid-19 pandemic, 2022 saw more than 8700 completed and pending deals
across highlighted countries, which has been picked by TMS Consultancy M&A
Team.. As Asia recovered from the pandemic’s effects, it emphasized opportunities
for investors seeking to expand their supply chains or establish businesses in the
region. The increasing number of successful deals in 2023 serves as compelling
evidence for investors to capitalize on the burgeoning market.
M&A OVERVIEW BY DEAL VOLUME | 2019 - 2023
Asian Countries Source: Thomson Reuters & TMS Consultancy

Source: Thomson Reuters & TMS Consultancy

Both the volume and value of deals indicate that foreign SME businesses are leading
the charge in relocating to restructure or explore alternative options. Analysis reveals
that the average successful deal over the past two years hovered around $40 million
per transaction, suggesting that major players are actively assessing markets and
preparing for significant transformations.

M&A OVERVIEW BY DEAL VALUE | 2019 - 2023

Asian Countries

Source: Thomson Reuters & TMS Consultancy

6 7
 M&A Report | 2024 M&A Report | 2024

Amount and value of deals in Vietnam by type Analyze the performance of M&A Activities in Vietnam
Foreign businesses decisively responded to market dynamics, as evidenced by In 2023, the economy experienced a significant downturn, particularly within the real
the substantial increase in the total value of foreign investments into our country, estate sector. Firstly, the complexity of project legalities demanded extensive investor
closely mirroring the resurgence in the number of inbound transactions in time and resources for resolution. Secondly, inconsistent cooperation among state
2023. Consequently, a growing number of international dealmakers engaged in agencies further exacerbated challenges. Thirdly, limited access to credit hindered
negotiations with local counterparts to fulfill their requirements. fundraising efforts, resulting in a majority of transactions being left pending.

Despite these obstacles, notable transactions did occur. Notably, a $1.5 billion financial
VIETNAM M&A BY DEAL TYPE | 2019 - 2023
transaction between Vietnam Prosperity JSC Bank (VPBank) and Sumitomo Mitsui
Banking Corp (SMBC) and a real estate stake purchase between Khang Dien Corp
(Target one) and Keppel Corporation showcased resilience amidst the economic
turbulence. These successes hinted at a potential rebound in M&A activities as the
economy prepared for recovery post-recession.

One standout deal of 2023 was the Vin Fast Auto – Black Spade Acquisition, wherein
Vingroup committed an additional $2.3 billion in fresh capital to Vinfast. This infusion
Source: Thomson Reuters & TMS Consultancy aimed to accelerate the electric vehicle maker’s global expansion, signaling optimism
amid challenging times.

Amount and value of deals in Vietnam by Industry VIETNAM M&A OVERVIEW | 2019 - 2023
Vietnam’s technology sector emerged as the most dynamic, with nearly a quarter
of high-tech transactions successfully executed. This momentum was propelled by
the continuous evolution and innovation of the internet, fueled by growing human
needs. Renewable energy and power remained pivotal, comprising a sixth of total
transactions in 2023, highlighting their crucial role in fostering environmental
sustainability.

TOP TARGET INDUSTRY IN VIETNAM BY DEAL VOLUME | 2023

Source: Thomson Reuters & TMS Consultancy

Announced Deal Value

Target Name Acquiror Name
Date (mil. USD)
12-Jan BW Industrial Development ESR Group 450,00
10-Feb Trust IQ Sherpa 105,00
14-Feb Saigon - Bacgiang Industrial Park Hon Hai Precision 62,79
27-Mar Vietnam Prosperity Bank Sumitomo Mitsui Banking Corp 1.527,01
13-Apr International Dairy Products Growtheum Capital Partners 100,00
04-May Buymed Investor Group 51,50
Source: Thomson Reuters & TMS Consultancy 12-May VinFast Auto Black Spade Acquisition 23.000,00
06-Jun Khang Dien Group Keppel Corporation 136,04
Despite challenges such as high inflation and escalating business costs, which 12-Jul Far East Medical Vietnam Thomson Medical Group 381,40
could potentially impact investors’ future strategies, regional business leaders 20-Jul Tam Luc Real Estate Gamuda Land 315,80
27-Jul Doric GmbH-Lion Plaza Office Building Lion Plaza Propco 258,78
recognized the imperative of significant organizational adjustments amidst global
04-Aug Fashion Time Viet Nam Nice View Dyeing & Bleaching 78,59
uncertainties. These adaptations were driven by a collective aspiration to not only 10-Aug Harbour Energy Vietnam Business Big Energy 84,00
navigate through the current challenges but also to position themselves for recovery 11-Oct Vines Energy Solutions VinFast Auto 456,01
20-Oct Post & Telecommunication Finance AEON Financial Service Co Ltd 175,15
and expansion in the market.
10-Nov GELEX Group Sembcorp Solar Vietnam 160,26
20-Dec S-Vin 2 Vietnam Real Estate S-Vin Vietnam Real Estate 159,83

Source: Thomson Reuters & TMS Consultancy

8 9
 M&A Report | 2024 M&A Report | 2024

TMS Consultancy is predicting a robust year for Foreign Direct Investment (FDI)
inflows and M&A activity in Vietnam for 2024. Here’s a breakdown of the key factors
contributing to this forecast:

1 6
Abundant FDI Capital: Vietnam’s Controlled Low Inflation: Low and
attractiveness to foreign investors is likely stable inflation rates contribute to a

to be enhanced by a significant amount stable economic environment, which

is conducive to investment. Controlled
of available FDI capital. This indicates a
low inflation indicates macroeconomic
positive perception of Vietnam’s market
stability, enhancing investor confidence.
potential among international investors.

2 7
Vietnam-US Comprehensive Strategic
Political Stability: Political stability is a
Partnership: Strengthened relations
crucial factor for investors’ confidence
between Vietnam and the United
in a country’s market. Vietnam’s stable
States can lead to increased trade and
political environment likely reassures
investment activities between the
investors and encourages investment
two countries, benefiting Vietnam’s
activities.
economy.

3 8
Infrastructure Growth: Infrastructure
Global Supply Chain Shifting: The global
development is fundamental for
trend of supply chain diversification
economic growth and attractiveness and relocation presents opportunities
to investors. Vietnam’s focus on for countries like Vietnam, which
infrastructure growth suggests improved offer competitive advantages in
investment conditions and expanded manufacturing and trade.

9
opportunities. Key Sectors: The forecast highlights

4
Digital Transformation: Technological key sectors such as renewable energy,
advancements and digital technology, real estate, and healthcare
transformation are reshaping industries as areas likely to witness significant
globally. Vietnam’s progress in this M&A activity. Government support and
area likely presents new investment
increasing demand in these sectors
prospects, particularly in technology-
contribute to their attractiveness to
related sectors.
investors.

5
Policy Changes: Significant policy
changes can impact investment
dynamics. Positive policy adjustments
may create a more favorable investment
environment, attracting both domestic
and foreign investors.

Overall, these factors collectively suggest a positive outlook for FDI inflows and M&A
activity in Vietnam in 2024, driven by various favorable conditions and government
support across key sectors.

10 11
 M&A Report | 2024 M&A Report | 2024

PART 3
SUCCESS AND FAILURE
IN M&A DEALS
Our research has identified numerous factors
that have the potential to significantly impact
M&A deals worldwide:

#1 #3 #5 #7 #9
This brought concern to our team that
which factors will be the significant
STRATEGY ALIGNMENT DUE DILIGENCE INTEGRATION PLANNING REGULATORY COMPLIANCE MARKET DYNAMICS reasons for successful or failure in M&A
Ensuring that the strategic Thorough due diligence Comprehensive integration Navigating regulatory Understanding market deals in Vietnam and we launch our call
objectives of both the helps identify potential planning, covering aspects requirements and trends, competitive for research proposals on the factors
acquiring and target risks and liabilities, allowing such as operations, compliance issues, landscape, and industry influencing the success or failure of
companies align is crucial. for informed decision- technology, human both domestically and dynamics is essential M&A (Mergers and Acquisitions) deals in
Misalignment can lead to making and risk mitigation resources, and culture, is internationally, is crucial for assessing market Vietnam. This initiative is driven by recent
integration challenges and strategies. critical for realizing synergies for ensuring deal approval opportunities and risks findings from the TMS Consultancy,
hinder post-merger synergy
#4 and minimizing disruptions. and avoiding legal associated with the M&A M&A Department’s research, which
realization.
LEADERSHIP #6 complications. transaction. has underscored the complexity and

#2 Strong leadership and FINANCIAL CONSIDERATION #8 #10 multifaceted nature of M&A transactions
globally
CULTURAL FIT effective communication Sound financial analysis, STAKEHOLDER MANAGEMENT POST-MERGER INTEGRATION
Understanding and addressing are vital for guiding the M&A including valuation Engaging and managing Effective post-merger This research endeavor represents an

cultural differences between process, fostering employee assessments and financial various stakeholders, integration execution, exciting opportunity to contribute to

the merging entities is essential buy-in, and driving modeling, is essential for including employees, including organizational our understanding of M&A dynamics

for smooth integration and successful integration evaluating deal feasibility shareholders, customers, restructuring, systems in Vietnam and to develop actionable

employee morale. efforts. and assessing potential and regulators, is essential integration, and cultural insights that can inform strategic

returns on investment. for maintaining trust and alignment, is critical for decision-making in this ever-evolving

support throughout the realizing synergies and landscape.

M&A process. achieving long-term

success.

12 13
 M&A Report | 2024 M&A Report | 2024

PART 4
Legal Updates

1. Updated Legal Documents in 2023

a. Business Law and related documents

Business Law 2020 is still effective. Some new legal documents issued
in 2023 related to Business Law as below:

◊ Decree No. 08/2023/NĐ-CP issued by Government, effective from

March 5th, 2023

◊ Decree No. 16/2023/NĐ-CP issued by Government, effective from

April 25th, 2023

b. Securities Law and related documents

Securities Law 2019 is still effective currently. Some new legal

documents issued in 2023 related to Securities Law as below:

◊ Circular No. 73/2023/TT-BTC issued by Ministry of Finance, effective

from February 5th, 2024

c. Investment Law and related documents

Investment Law 2020 is still effective currently. Some new legal

documents issued in 2023 related to Securities Law as below:

◊ Circular No. 25/2023/TT-BKHĐT issued by Ministry of Planning and

Investment, effective from February 15th, 2024

◊ Law on Housing 2023 issued by National Assembly, effective from

January 1st, 2025

◊ Land Law 2024 issued by National Assembly, effective from January

1st, 2025

14 15
 M&A Report | 2024 M&A Report | 2024

2. Highlights of Legal Documents related to M&A activities

a. Business Law 2020 b. Real Estate Business Law 2023:

Transferring Shares in Business Transferring of Real Estate Projects

According to the Business Law 2020, here are some updates about Detailed regulations are stipulated in Chapter 5 (from Article 39 to Article 43)
transferring shares and repurchasing shares: of Real Estate Business Law.

Items Transferring Shares Repurchasing Shares The term “real estate project” refers to an investment endeavor associated
with construction activities. Real estate project transfers are only mandated
Subjects Seller: Stakeholders Seller: Stakeholders;
when there’s actual construction involved; otherwise, the transfer procedure
Buyer: Individuals, organizations want to Buyer: Company issues shares.
contribute capital in joint stock company. outlined isn’t required.

Moreover, the new regulations enhance the requisite documents for real estate
Conditions Shareholders can freely transfer shares, Share repurchases can only be conducted in
project transfers. These include approval of investment projects, detailed plan
except in the following cases: cases:
approval, completion of compensation and resettlement support, land use
◊ Shareholders, who own prefer stocks ◊ According to the request of shareholders:
rights, absence of project suspension or termination decisions, and fulfillment
of voting, are not allowed to transfer in case shareholders have voted not to pass
of administrative sanctions decisions.
them to others, except in cases of a resolution on reorganizing the company
transfer under a legally effective court or changing the rights and obligations of In cases where only a portion of the real estate project is transferred, the
judgment or decision or inheritance. shareholders specified in the company’s components or their utilization must be distinct from the remainder of the
◊ Within 03 years since Business Charter.
project in terms of operational autonomy or business objectives.
Registration Certificate licensed, The request must be written in document
founding shareholders can only and sent to the company within 10 days from
freely transfer common shares to the date the General Meeting of Shareholders
founding shareholders. In case of passed the resolution on the above issues.
transfer to a person who is not a ◊ According to the company’s decision: The
founding shareholder, there must be company has the right to repurchase no
approval from the General Meeting of more than 30% of the total common shares
Shareholders (GMS). sold, part or all of the dividend preference
shares sold.

Note: The company can only pay for the

repurchased shares if immediately after
paying off these shares, the company still
ensures to fully pay all debts and other

property obligations.

Consequence Does not change charter capital; Repurchased shares are considered unsold
shares;
The buyer will become a shareholder of
the company from the moment their The company must register a reduction in charter
information is recorded in the shareholder capital corresponding to the total par value of the
register. shares repurchased by the company within 10
days from the date of completion of payment to
repurchase shares, unless otherwise stipulated
by the securities law. different determination.

16 17
Note: The property market research contained is verified to the best of TMS
Consultancy’s abilities. TMS Consultancy reports reflect an overview of the
current property market and are indicative research only. TMS Consultancy
does not guarantee the accuracy of research and forecasts contained herein.
TMS Consultancy does not accept any responsibility for losses arising from
reliance on the research and forecasting. TMS Consultancy recommends that
the reader obtain a detailed market study of the specific sector of interest
should a deeper understanding of the market be required.

M&A
REPORT
2024

Our Services
Market Research
Valuation
Land Use Fee
Investment Advisory
Legal Advisory
M&A-Fund Raising
Tax Consultancy
Property Managemnet
Leasing Advisory
Industrial Advisory

For more information: TMS Consultancy

HUNG LE Level 1, Master Building, 41-43 Tran Cao
CEO Van, Vo Thi Sau Ward, District 3, HCMC
+84 906 787 134
+84 906 787 134
hung.le@tms-investment.com
info@tms-investment.com
HUONG HUYNH www.tmsconsultancy.com.vn
Business Development Manager
linkedin.com/company/tms-investment
+84 706 399 796
huong.huynh@tms-investment.com