M&A

Vietnam M&A in 2026: restructuring and opportunities for strategic investors

Vietnam's M&A market is entering a new deal cycle with foreign strategic investors, especially from Northeast Asia, playing a far more active role. What is actually driving it, and what do buyers and sellers need to have ready?

The phrase "M&A wave" has been prominent in the Vietnamese press for several years. From the advisory side of the table, we observe that deal structures and diligence expectations are evolving. These observations are not a market forecast and may not represent the wider market.

This piece pulls together what the Core Ventures team observes in live transactions and in conversations with investors in Hong Kong and mainland China, to answer three questions: what is driving the market, which sectors attract attention, and what each side needs to prepare.

What is driving Vietnam's M&A market?

First, restructuring pressure inside Vietnamese companies themselves. Interest rates and capital-market conditions can place pressure on balance sheets. For some owners, selling a stake to a strategic investor is one possible option; the appropriate response depends on the company and its alternatives.

Second, supply-chain relocation remains a transaction theme. Manufacturers from mainland China and Hong Kong may seek production capacity in Vietnam. Acquiring a company already in operation can be faster than building from scratch, but the outcome depends on the target's land, licences, workforce, contracts and regulatory position.

Third, generational handover. Some family businesses face succession questions. Where the next generation does not take over, a strategic partnership or sale may be one option, alongside other ownership and governance solutions.

Which sectors are buyers chasing?

Our observations cluster around four groups:

  • Industrial manufacturing and materials. This is an established transaction category, particularly where a company holds land and a complete licence file. A Core Ventures team member previously led the transfer of 100% of shares in Ton Pomina Joint Stock Company, a transaction in this group, as described in our track record.
  • Industrial real estate and infrastructure. A direct beneficiary of supply-chain relocation, and squarely within the appetite of both funds and regional developers.
  • Consumer goods and retail. Buyers may value brands and distribution channels alongside tangible assets.
  • Financial services and logistics. Fewer transactions, but individually larger, and almost always with a foreign element.

Sellers: three things to do before going to market

The most frustrating case we meet is not a bad company. It is a good company that is not ready to be sold at a fair value.

  1. Clean up the legal and financial file first, negotiate second. Ambiguity in the accounts may lead to additional questions or a risk adjustment during due diligence. An internal audit before going to market can help identify issues early.
  2. Value the business with a method, not with expectations. What the company down the road sold for last year is not a valuation. Professional buyers work with discounted cash flow and comparable transactions; sellers should do the same.
  3. Prepare the post-deal story. A strategic buyer wants to know whether the team stays or goes, whether major customers have change-of-control clauses, and who runs the company the day after signing. Having those answers early shortens negotiations considerably.

Buyers: do not let the deal die over things that have nothing to do with price

In cross-border transactions, price is only one of several issues that may affect execution. Regulatory approvals, capital flows and differences in negotiating practice can all matter. Foreign investors entering Vietnam for the first time should assess the deal structure early, whether that means a direct acquisition, holding company or joint venture. Changing structure midway can require substantial rework.

The Core Ventures view. The 2026 market rewards preparation. Both sides of the table are more professional than they used to be, which means the advantage no longer lies in information but in who has done the homework more carefully. Any company contemplating a transaction in the next twelve months should start preparing now, not when a buyer knocks.

Frequently asked questions

Is there a right time of year to launch an M&A process?

There is no universal M&A season. Timing depends on file readiness, market conditions, the counterparties and regulatory steps. Build a timetable around the facts of the proposed transaction rather than relying on a standard range.

Are mid-sized companies attractive to foreign investors?

They can be. Strategic investors assess factors such as scale, market position, governance, financial information and integration feasibility; their criteria vary by investor and sector.

Should an owner negotiate directly or hire an adviser?

Being an excellent operator does not necessarily make an owner familiar with due diligence, valuation and SPA terms. The appropriate advisory team depends on the transaction and the owner's experience. See the Core Ventures M&A advisory service for the full process.

A practical note. This is a Core Ventures market observation from September 2026, not a forecast. A transaction turns on its own documents, counterparties and facts, so use professional advice before relying on it for a deal decision.

Facing a similar decision? Talk it through with a Core Ventures adviser. The initial conversation is free and covered by an NDA.

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