VIETNAM Law and Practice Contributed by: Minh Duong, Phong Nguyen and Justin Gisz, Asia Counsel Vietnam Law Company Limited
3. Mergers and Acquisitions 3.1 Transaction Structures
Logistics On 9 October 2025, the Prime Minister issued Deci - sion No 2229/QD-TTg approving the strategy for developing logistics services for the 2025–35 period, with a long-term vision to 2050. The strategy sets forth a comprehensive road map to enhance the country’s strategic position in global supply and value chains. Notably, the plan targets the establishment of at least five modern logistics service centres meeting international standards by 2035, with expansion to a minimum of ten centres by 2050. The logistics sec - tor is expected to continue seeing robust activity. In September 2025, A.P. Moller Capital announced its investment in ALS Cargo Terminal (ALSC), a leading air cargo handling operator at Noi Bai International Air - port. The investment is partnered between A.P. Moller Capital (through its Emerging Markets Infrastructure Fund II) and VinaCapital (through its Logistics plat - form, LogiVest Ltd.). In the same month, two Japa - nese investors, including Kawanishi Warehouse Co., Ltd. and MOL Logistics Co., Ltd. have become stra - tegic shareholders in Toan Phat Logistics Joint Stock Company to establish Mekong Logistics Hub, the first integrated cold-chain logistics centre in Vietnam. International Financial Centres On 27 June 2025, the National Assembly passed Res - olution No 222/2025/QH15, establishing two Interna - tional Financial Centres (IFCs) in Ho Chi Minh City and Da Nang City. IFC membership will be open to financial and non - financial institutions, investment funds, fintech and digital asset providers, and consulting firms. Permitted services within the IFCs include banking, insurance, fund management, green finance, carbon credits, and digital assets. Members will benefit from a wide range of incentives, including taxation, foreign exchange, and preferential land policies. A sandbox scheme is introduced to create a controlled testing environment under certain legal immunity for fintech and innova - tive services. Notably, an IFC Arbitration Centre under the IFC will be established, with a milestone provi - sion allowing parties to waive judicial review of arbitral awards granted by the IFC Arbitration Centre.
The two primary structures used for M&A transactions in Vietnam are the acquisition of shares and the sale and purchase of assets. Mergers and consolidations of companies are uncommon due to complex pro - cedures and ambiguous valuation regulations. How - ever, mergers and consolidations may be applied in the context of internal restructurings of large groups of companies. In practice, deals often combine differ - ent structures. Acquisition of Shares • Secondary shares: the investor acquires existing shares from shareholders. • Primary shares: the investor injects capital into the target company by acquiring new shares. Pros • The investor inherits any existing assets and liabili - ties. • The exit strategy through a share sale is straight - forward. Cons • Due diligence is crucial to assess inherited risks. • The investor assumes all existing liabilities. • Additional requirements and approvals may apply to public company acquisitions, such as public tender offers. Sale and Purchase of Assets The investor acquires specific assets/businesses from the target company. Pros • The investor can target specific assets/businesses. • Exposure to unwanted liabilities is reduced. Cons • The acquiror needs to establish a Vietnamese entity for the purchase. • Restrictions apply to foreign ownership of certain assets (eg, land and real estate assets on land). • Transferring an investment project may be subject to limitations specifically applied to such project.
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