M&A Strategies in Vietnam’s Consumer
Finance Sector

Vietnam has recently emerged as the “focal point” for M&A (mergers and acquisitions) deals in the consumer finance sector. A series of transfers worth trillions of Vietnamese dong have appeared in quick succession—from SeABank selling 100% of PTF to Aeon Group, Home Credit transferring its Vietnam arm to SCBX, to Krungsri acquiring the remaining 50% stake in SHBFinance. These moves raise numerous questions about the market’s appeal, the M&A strategies of foreign investors, and why many local banks have simultaneously decided to divest from finance companies.

In the article “Is the Consumer Finance Slice Still Appealing?” (“Miếng bánh tài chính tiêu dùng có còn hấp dẫn?”), published in The Saigon Times by author Triệu Minh, the main causes, market context, and core strategies behind these prominent M&A deals are analyzed. Vilasia has summarized some key points as follows:

1. Market Context and Growth Potential

Demand Remains High Despite Rising Bad Debts

Recent developments reveal a paradox: consumer bad debts are at a high level and the population is aging faster, yet many domestic banks have opted to divest from finance companies. However, experts argue that there remains ample room for growth, because:

  • Low Penetration of Formal Consumer Finance
    Many people are still unfamiliar with consumer loans from finance companies or the use of credit cards. The low adoption rate leaves a large “gap” in the market.
  • Changing Consumer Behavior
    Trends in online shopping, installment payments, “buy now, pay later” (BNPL), and the use of e-wallets and fintech are growing rapidly. This evolution demands more sophisticated development of consumer finance products and services.
  • Attractive Profitability
    Compared to mortgage lending or corporate lending, consumer lending carries higher interest rates and thus higher net interest margins (NIM). While bad debt risks are also higher, if managed properly, the segment can still deliver robust long-term returns.

Notable Deals

  • SeABank transferred PTF to Aeon Group for 4,300 billion VND. PTF was previously acquired by SeABank from VNPT in 2018 and currently has 1,550 billion VND in charter capital, nearly 2,000 employees, and serves 200,000 customers.
  • Home Credit sold 100% of Home Credit Vietnam to SCBX (Thailand) for 866 million USD. This is the second-largest M&A deal for a finance company, after FE Credit (49% stake sold to SMBC in 2021).
  • Krungsri—the fifth-largest bank in Thailand—completed the acquisition of 100% of SHBFinance, demonstrating its strategy to expand in Southeast Asia.
  • Lotte Card (South Korea) spent around 1,700 billion VND to buy Techcom Finance from Techcombank in 2018, paving the way for other major Korean players to enter the market.

These deals do not signal that the market’s growth potential has been “exhausted,” but rather reflect a process of market restructuring. Foreign conglomerates are willing to “spend” to secure an early competitive edge, while local banks focus on optimizing core banking activities.

2. Why is M&A a Strategic Choice?

2.1. For Foreign Conglomerates

  1. Rapid Market Entry
    Acquiring existing finance companies helps them bypass the complicated licensing process and the creation of an entirely new corporate structure. They instantly gain an established customer base, distribution channels, technological infrastructure, and trained personnel.
  2. Leveraging the Ecosystem of Local Banks
    If the local bank retains a certain ownership share or forms a strategic partnership, the foreign acquirer can “tap into” the local bank’s ecosystem (customer lists, payment platforms, credit data, etc.) to develop consumer finance products.
  3. Technological and Experiential Advantages
    Foreign finance conglomerates typically possess modern technology—such as AI-based credit scoring and big data analytics—to optimize loan approvals and manage bad debts. They also have experience in scaling quickly from similar markets in the region.

2.2. For Local Banks

  1. Focusing Resources on Core Businesses
    Running a consumer finance company requires specialized resources in risk management, credit-scoring technology, and debt collection. Many banks find that heavily investing in this segment may be less efficient compared to strengthening their traditional commercial banking services.
  2. Increasing Capital and Improving the Capital Adequacy Ratio (CAR)
    Selling a finance company can deliver a windfall in M&A proceeds, boosting equity capital and thus improving the bank’s CAR. This is particularly important as many banks strive to meet and upgrade to Basel II and III requirements.
  3. Reducing Operational Costs
    Operating a standalone finance company incurs substantial expenses, from management to marketing. As competition intensifies—especially with established players—banks may want to restructure, “offload the burden,” and optimize their overall operations.

Vietnam Startups: Highlights of 2024 and What Lies Ahead in 2025

2024: A look back

Vilasia wrapped up 2024 by helping close an e-commerce seed round, assisting a rooftop solar startup in inking its seed round, and getting a telecommunications startup restructured and ready for fundraising.

This was a year when, despite a notable decline in funding in 2024 downturn, Vietnam’s startup ecosystem remains vibrant, with over 4,000 innovative startups, including two unicorns and 11 companies valued at over $100 million. Supporting this ecosystem are:

  • 208 investment funds, 79 incubators, and 35 accelerators;
  • 202 coworking spaces; and
  • 20 national and local innovation hubs.

Several key funding rounds in 2024 underscored the resilience and adaptability of Vietnamese startups:

2025: A look forward

Building on the resilience shown in 2024, Vietnam’s startup ecosystem is poised for notable trends in 2025:

  1. Rise of Green Tech and Sustainability: With increased global attention on sustainability, sectors like renewable energy and green technology are expected to attract significant investments. Startups in rooftop solar, electric vehicles, and carbon management tools will likely see increased funding and partnerships.
  2. HealthTech and MedTech Expansion: The pandemic’s aftershocks have spurred growth in healthcare innovation. In 2025, HealthTech startups focusing on telemedicine, digital health platforms, and AI-powered diagnostics may emerge as major players in the ecosystem.
  3. B2B and SaaS Dominance: As Vietnamese SMEs increasingly digitize, startups offering SaaS solutions for enterprise management, logistics, and supply chain optimization will gain traction. The demand for localized, cost-effective solutions will drive growth in this sector.
  4. Cross-Border E-commerce Growth: E-commerce startups like Coolmate are expected to expand into global markets, especially targeting North America and Europe. Cross-border logistics and payments will remain key focus areas for investment.
  5. FinTech Regulatory Alignment and Innovation: With Vietnam’s government pushing for cashless payments, FinTech startups will continue to thrive. Startups offering digital wallets, BNPL (Buy Now, Pay Later), and blockchain-based solutions are set to capitalize on this momentum, albeit under tighter regulatory scrutiny.
  6. DeepTech and AI Focus: As AI becomes ubiquitous, DeepTech startups leveraging machine learning, blockchain, and IoT for real-world applications will attract funding. Areas like smart manufacturing and AI-driven customer engagement tools are predicted to see a surge.
  7. Improved Access to Funding: While 2024 saw a downturn in funding, 2025 could see a rebound with more funds targeting Vietnam’s maturing startup ecosystem. Corporate venture arms and regional players will likely step up to fill funding gaps.
  8. Expansion of Innovation Hubs: The government and private sector will likely establish new innovation hubs, focusing on areas outside major cities like Hanoi and Ho Chi Minh City, to foster regional startup activity.

Challenges to Watch

  • Regulatory changes and compliance hurdles, particularly in FinTech and cross-border e-commerce.
  • Competition for talent as startups and established companies vie for skilled workers.
  • Market saturation in some segments, requiring sharper differentiation and innovation.

Vietnam’s startups are expected to adapt to these challenges and capitalize on emerging opportunities, setting the stage for a dynamic 2025.


Vilasia’s Support for Startups’ Fundraising Efforts

In 2024, Vilasia reinforced its commitment to Vietnam’s startup ecosystem by:

Looking for expert deal services? Partner with Vilasia to elevate your fundraising efforts—click here to explore how we can support your growth.

Notable M&A Deals and Developments in Vietnam (2024 – A Look Back and 2025 – A Look Forward)

2024 – A Look Back: The Most Notable M&A Deals

2024 was a steady year for M&A in Vietnam. Here are the key transactions that defined the year:

1. Thomson Medical Group’s Acquisition of FV Hospital

  • Buyer: Thomson Medical Group (Singapore)
  • Seller: Quadria Capital Fund
  • Value: USD 381.4 million
  • Completion Date: January 18, 2024
  • Significance: A landmark transaction, one of the largest healthcare deals in Southeast Asia, highlighting the region’s growing healthcare market.

2. Warburg Pincus Invests in Xuyen A Hospital System

  • Buyer: Warburg Pincus
  • Seller: Xuyen A Hospital System
  • Value: Undisclosed
  • Completion Date: Announced May 2024
  • Significance: Further demonstrated private equity interest in Vietnam’s healthcare industry, focusing on expanding Xuyen A’s capabilities, particularly in oncology services.

3. Acquisition of Pizza 4P’s by Cool Japan Fund and Others

  • Buyer: Cool Japan Fund, Mekong Capital, and New হরিজন Capital
  • Seller: Pizza 4P’s
  • Value: Undisclosed
  • Completion Date: September 2024
  • Significance: The acquisition aims to promote Japanese food culture and expand the Pizza 4P’s brand within Vietnam and Southeast Asia. Cool Japan Fund invested approximately USD 10 million into Pizza 4P’s, indicating a focus on expanding Japanese culinary influence in Vietnam.

Other Notable Developments (2024):

  • SOE Privatization: The Vietnamese government continued its commitment to privatizing State-Owned Enterprises (SOEs), but the pace of major privatizations was relatively slow in 2024.

2025 – A Look Forward:

The outlook for Vietnam’s M&A market in 2025 remains positive. Several factors suggest continued activity and potential growth:

  • Continued Momentum in Healthcare and Consumer: These sectors are expected to remain attractive due to strong fundamentals and long-term growth potential.
  • Technology and Fintech to Attract More Investment: Vietnam’s rapidly growing digital economy will likely drive further investment in technology startups, especially fintech, e-commerce, and logistics.
  • Renewable Energy on the Radar: Vietnam’s commitment to renewable energy targets could lead to increased M&A activity in solar and wind power.
  • Real Estate and Infrastructure Opportunities: Urbanization and infrastructure development will likely create M&A opportunities in industrial parks, logistics, and potentially affordable housing.
  • SOE Privatization Could Gain Momentum: If the government accelerates the process, it could lead to significant M&A deals involving state-owned assets.
  • Potential for Larger Deal Sizes: Growing investor confidence and the availability of more substantial assets may lead to an increase in the average size of transactions.
  • Increased Cross-Border M&A: Vietnam is likely to see more interest from both regional and global players looking to enter or expand in the market.

Important Considerations for 2025:

  • Global and Regional Economic Environment: The global economic outlook, including inflation, interest rates, and geopolitical stability, will influence investor sentiment.
  • Regulatory Framework: Continued improvements in the legal and regulatory environment, particularly for foreign investment and M&A, will be crucial.
  • Political Stability: Vietnam’s stable political environment remains a key factor in its attractiveness as an investment destination.
  • Competition: As more investors target Vietnam, competition for attractive assets may intensify.

Deal Disputes: VOI Battles Over
Hanh Phuc Hospital

On 8 April 2024, the People’s Court of An Giang Province began bankruptcy proceedings against Hanh Phuc General Hospital at the request of Mr. Tran Van Tuong, the hospital’s former accountant, who claims the hospital owes him VND 1.42 billion (approximately USD 56,800). By 7 November 2024, the court reported 189 creditors with total claims amounting to VND 1,022,295,844,621 (approximately USD 40.89 million). These developments have raised significant concerns about the hospital’s financial stability and future.

Stakeholder Reactions

Vietnam Oman Investment’s Appeal

Vietnam Oman Investment Joint Stock Company (“VOI”), a key investor in Hanh Phuc Hospital, has submitted an appeal to Mr. Le Hong Quang, Secretary of the An Giang Provincial Party Committee. VOI’s concerns include:

  1. Disputed Debt: The VND 1.42 billion owed to Mr. Tuong is under judicial review by the Long Xuyen City People’s Court to determine whether it constitutes a corporate debt or a personal liability of Ms. Lu Bich Nguyen, the hospital’s former Chairperson.
  2. Operational Impact: Closure would waste the hospital’s 300-bed capacity, negatively affecting patients reliant on its maternity packages and chronic disease care.
  3. Employment Loss: Shuttering the hospital would result in 554 job losses, disrupting the livelihoods of employees and their families.
  4. Economic Ramifications: The hospital has contributed an average of VND 5 billion annually in taxes from 2019 to 2023, highlighting its economic significance.
  5. Investor Confidence: Bankruptcy could tarnish Vietnam’s investment climate and complicate future fundraising efforts.
  6. Alleged Mismanagement: VOI alleges misconduct by Ms. Nguyen, raising questions about governance failures.
    Legal Concerns: VOI emphasizes the need for transparency and fairness in adjudicating the bankruptcy petition.

Involvement of Other Investors

ResponsAbility AG (Switzerland) is another major investor, having joined VOI in providing approximately VND 470 billion in funding for the hospital. The involvement of prominent international investors underscores the broader implications of these proceedings for Vietnam’s investment climate.

(See more here, here and here)

Legal and Strategic Considerations

1. Due Diligence and Risk Allocation: This case underscores the fundamental importance of thorough due diligence before investment. Risk allocation in Share Purchase Agreements demands careful attention to representations and warranties, particularly concerning the target company’s financial condition, undisclosed liabilities, and corporate governance. These provisions serve as crucial mechanisms for transferring potential liabilities to sellers and establishing clear indemnification frameworks, thereby protecting buyers against financial or operational risks. However, the effectiveness of representations and warranties ultimately depends on the warranting party’s financial capacity and integrity. Even the most comprehensive due diligence process may not uncover every liability, making it essential to structure agreements with multiple layers of protection and to carefully assess the creditworthiness of counterparties.

2. Bankruptcy as a Strategic Tool: Filing for bankruptcy can exert pressure on debtors and stakeholders to negotiate more favourable terms or expedite the resolution of disputes. However, initiating bankruptcy should be carefully considered, as it carries reputational and operational risks.
3. Procedural Path: Under Vietnam’s Bankruptcy Law, the initiation of proceedings does not immediately lead to liquidation. Creditors’ meetings and recovery plans offer opportunities to restructure debts and revive operations. Close monitoring of these subsequent steps is essential.
4. Investor Advocacy: For VOI and ResponsAbility, leveraging public appeals and emphasising the socio-economic importance of Hanh Phuc Hospital may strengthen their position in negotiations.

Conclusion

The Hanh Phuc Hospital case reveals how shareholder disputes, when weaponized through legal proceedings, can threaten the very existence of a vital healthcare institution. A single creditor’s $56,800 (VND 1.42 billion) claim has triggered proceedings affecting a hospital backed by $18.8 million (VND 470 billion) in investment, now facing over $40.89 million (VND 1.022 trillion) in total creditor claims. While bankruptcy laws serve important purposes, courts must exercise wisdom in distinguishing between legitimate financial distress and tactical maneuvers in shareholder battles. The stakes are too high – 554 jobs, community healthcare access, and Vietnam’s investment reputation – to let internal power struggles destroy value for all stakeholders. This case will test whether Vietnam’s legal system can uncover the true dynamics at play and protect the broader public interest while ensuring justice is served.

Disclaimer

Vilasia’s analysis is based solely on publicly available information, without any privileged access to internal data or discussions among the parties involved. Readers should seek professional legal and financial advice for their specific situations rather than relying solely on this analysis.

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