Why Vietnam deal teams may want to prepare for both IPO and sale

I have been hearing a similar observation from dealmakers in Ho Chi Minh City: the listed market has been under pressure in recent weeks, yet some buyers of Vietnamese assets are still pursuing deals.

The numbers I'm reading support that. The VN-Index recorded a fourth consecutive weekly decline to October 16, losing close to 110 points over the period. Foreign investors have been net sellers, offloading a net VND3.3 trillion ($132 million) on the Ho Chi Minh City Stock Exchange on October 2, which Vietnam News reported as the strongest net selling session in over three months.

On the buy side, the picture looks different. US-based Elmet Group agreed in September to acquire a 4.99 per cent stake in Masan High-Tech Materials for about $124.8 million. Japan's Kokuyo, which announced its plans last December, is seeking up to 65.01 per cent of Thien Long Group, with a tender offer scheduled for October to November subject to regulatory approval.

Two routes, one preparation

In conversations with advisors, a response I'm hearing more often is to keep more than one exit open. A dual-track process runs a sale and an IPO in parallel. A staged exit sells a stake first and lists later. Several have told me that preparing for both routes at the outset may reduce the need to restart a process if conditions shift.

From what I'm reading, the listing route remains available. Vietnam recorded four IPOs in the first half, all among Southeast Asia's top 10 listings, with the region's highest combined market capitalisation at listing, at $6.93 billion, according to Deloitte. Dien May Xanh raised over VND13.3 trillion ($500 million), with foreign institutions taking 73 per cent of the subscribed volume.

Highlands Coffee is one example that comes up in my conversations. Jollibee agreed in September to sell an 11 per cent stake to a vehicle of founder David Thai for about $88 million, cutting its holding to 49 per cent, with an IPO tentatively planned for the first quarter of 2027. In this case, a negotiated sale comes first, with a possible listing to follow.

Two audiences, two clocks

Running both routes can add complexity to process design. An IPO process typically involves regulators, underwriters, and cornerstone investors, while a sale is directed at prospective buyers. Each may bring its own diligence workload and expectations about what is disclosed, and when. Legal and financial diligence in Vietnam can take three months or more.

Timing is another point clients raise with me. FTSE Russell's inclusion of Vietnam took effect on September 21 and is phased across four tranches: 10 per cent in September, 20 per cent in March 2027, and 35 per cent each in June and September 2027. With 70 per cent of the weight scheduled for the last two tranches, an initial public offering (IPO) window and a sale process may not follow the same calendar.

Local factors that can affect timing

A handful of local factors come up repeatedly in the conversations I'm having. Approvals are one. The Highlands transaction remains subject to regulatory approval, a reminder that closing can depend on more than signing. Factoring approval steps into the timeline early may help limit late surprises.

Ownership is another. From what I've read in Rajah & Tann's analysis, Decree No.296/2026/ND-CP, in force since July 23, requires enterprises to trace ownership through to the individuals behind them and expressly prohibits nominee arrangements, with a 25 per cent ownership test applied alongside a control test. As diligence on either route may examine ownership similarly, a single ownership map could serve both.

Carve-outs may add another layer. As an earlier piece in this series noted, shared IT, IP, supplier contracts, and land-use arrangements can surface mid-process, which may lead to renegotiation, a lower price, or a longer timetable.

Language comes up too. Another article in this series spoke to how transactions involving international capital increasingly call for Vietnamese and English materials to stay synchronised as documents change. In my experience, a single controlled bilingual set used for both routes may help reduce rework if the second route opens.

Decide late, prepare early

The approach I'd suggest is to choose the route late but prepare for both early, beginning with decision gates agreed with the client: when, and on what basis, the route will be chosen. This can help make the choice a planned review rather than a reaction to short-term market moves.

The data room could then be built once, in tiers: an IPO-grade core, sale-specific layers on top, and sensitive material released at agreed milestones such as exclusivity or a binding offer. Time-stamped access records may help support later warranty or indemnity discussions and give counterparties a record of who saw what. Mapping ownership and carve-out dependencies before going to market, and preparing documents bilingually from the outset, may also reduce duplicated effort.

Our team at Ansarada works on the ground in Ho Chi Minh City, and our platform supports granular permissions, staged disclosure, document activity records, and multilingual transaction workflows.

Keeping options open

My read is that volatile public markets may not remove exits so much as change how they are approached. In that setting, preserving optionality could become a larger part of what advisors bring to a mandate.

The question I'd put to a Vietnamese seller is less about which route to commit to this month, and more about whether its preparation would hold up if the route changed next quarter.

For advisors and sellers weighing a sale, a listing, or both in Vietnam, speak with Ansarada's team in Vietnam about building transaction readiness.

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