Foreign investors target core assets in Vietnam’s evolving M&A landscape

A notable example emerged on March 28 when PAN Group completed the divestment of its entire stake in confectionery firm Bibica to Indonesia’s Momogi Group, a major subsidiary of a leading regional food conglomerate. The deal, valued at VND1.748 trillion ($70 million), underscores a growing trend in which transaction structure matters as much as deal size.

Rather than acquiring Bibica in its entirety, Momogi targeted its core confectionery operations. Ahead of the transaction, The PAN undertook a series of restructuring steps, carving out non-strategic assets to better align with the buyer’s priorities.

Specifically, The PAN established Bibica Capital LLC to hold a 99.13 per cent stake in Bibica and transferred this entity to Momogi’s Vietnamese subsidiary. In parallel, PAN retained ownership of Bibica Bien Hoa LLC, which holds industrial land assets in Dong Nai province and land use rights in Danang, with plans to divest these assets separately for no less than $8 million.

This separation not only maximised the value of individual components but also reflected a tailored approach to investor appetite. For Momogi, the appeal lay in Bibica’s core confectionery business, established brand, and nationwide distribution network.

According to advisory firm Grant Thornton Vietnam, the newly issued Decree No.57/2026/ND-CP on restructuring state capital is creating more structured investment opportunities, moving beyond opportunistic, one-off deals.

Under the roadmap, the 2026–2027 period will focus on financial clean-up and resolving legacy issues, offering early access opportunities for proactive investors. The 2027–2028 phase is expected to mark the peak of divestments, with intensified competition, while 2028–2030 will shift towards operational optimisation and integration.

“This phased approach clearly differentiates proactive investors from reactive ones,” a Grant Thornton expert noted. “The advantage lies in early engagement, understanding asset structures before revaluation, and positioning strategically within the transaction.”

A similar pattern is unfolding at Thien Long Group, following Kokuyo Corporation’s announcement in late 2025 of its plan to acquire a 65 per cent stake in the Vietnamese stationery leader. Thien Long has since embarked on a restructuring process to streamline its portfolio.

The company plans to dissolve Clever World JSC, operator of Clever Box retail stores, and divest its entire stake in Phuong Nam Cultural Corporation. It also intends to sell a 40 per cent stake in Pega Holdings, a joint venture in publishing. Notably, both Phuong Nam and Pega Holdings were excluded from Kokuyo’s transaction scope from the outset.

Another illustrative case is Chuong Duong Beverages. F&N Ventures, part of the ThaiBev ecosystem, has proposed to acquire the Nhon Trach 3 beverage plant for $3.9 million, focusing solely on a core production asset rather than the entire company.

The transaction comes as Chuong Duong faces prolonged financial challenges. Divesting key assets offers a pathway to improve cash flow, reduce debt pressure, and enable broader restructuring efforts.

Across these deals, a clear pattern is emerging: foreign investors are prioritising operational strengths, including production capabilities, market share, and brand equity, over non-core assets such as real estate or ancillary businesses.

Vietnamese companies like Bibica and Thien Long offer compelling propositions. Beyond their domestic market positions, they provide access to established supply chains and distribution networks, as well as potential gateways into the wider ASEAN market.

For instance, Momogi’s interest in Bibica is driven not only by its manufacturing capacity and distribution reach, but also by its research and development capabilities. Similarly, Kokuyo views Thien Long as a strategic platform to accelerate its regional expansion, leveraging the company’s presence in more than 70 export markets and its dominant domestic market share exceeding 60 per cent in several segments.

Nguyen Thi Tra My, CEO of The PAN Group, described the Bibica transaction as a continuation rather than a conclusion, enabling the brand to enter a new phase of growth under a more suitable strategic partner.

From an investor standpoint, the shift towards acquiring core assets enhances capital efficiency. Instead of committing larger sums to acquire entire businesses – including non-essential components – investors can focus resources on segments that deliver competitive advantage and align with long-term strategies.

Brand value remains an important consideration, particularly for long-established names like Bibica and Thien Long. However, recent developments also highlight that brand recognition alone is no longer sufficient to sustain high valuations.

The case of Chuong Duong Beverages illustrates this point. Despite its legacy brand, years of underperformance have weighed on its attractiveness, prompting asset-level transactions rather than full-scale acquisitions.

As Vietnam’s M&A market evolves, deal-making is becoming increasingly nuanced. The growing emphasis on core assets, combined with pre-transaction restructuring, signals a maturing market where both buyers and sellers are adopting more strategic and disciplined approaches to value creation.