ONE-VALUE Enhances Advisory Services for Japanese Companies Seeking to Acquire Vietnamese State-Owned Enterprises

ONE-VALUE Co., Ltd. (Headquarters: Koto City, Tokyo; Representative Director: Mr. Phi Hoa; hereinafter “ONE-VALUE”) has decided to enhance its M&A advisory services that support Japanese companies’ market entry and business expansion in Vietnam, specifically by strengthening its support for investments in and acquisitions of Vietnamese state-owned enterprises.

In Vietnam, state-owned enterprises (SOEs) play a crucial role in core industries such as energy, telecommunications, finance, infrastructure, natural resources, and real estate. At the same time, recent trends toward restructuring state capital, withdrawing from non-core sectors, and selling state stakes through entities like SCIC (State Capital Investment Corporation) are creating growing opportunities for Japanese companies to enter the market via investment, acquisition, joint ventures, or strategic partnerships with SOEs.

Leveraging its accumulated expertise in M&A support, corporate investigations, local networks, and relationships with government bodies and enterprises in Vietnam, ONE-VALUE will provide comprehensive end-to-end support for Japanese companies considering investment in or acquisition of Vietnamese SOEs—from initial research and target identification to due diligence, bidding and negotiation, closing, and post-merger integration (PMI).

Background of Service Enhancement

State-owned enterprises continue to wield significant influence in Vietnam’s economy. In rankings of major Vietnamese companies, SOEs dominate the top positions in sectors such as energy, oil, telecommunications, finance, and mining, serving as core pillars supporting the nation’s key industries.

SOEs are more than just large corporations. They hold strategic assets—such as ports, airports, power grids, railways, mines, forest land, and prime urban real estate—that are difficult for private companies to acquire through financial strength alone. Additionally, they often possess access to public projects, government-related contracts, exclusive business licenses, and established customer networks, making them valuable potential partners for Japanese companies seeking to establish a business foothold in Vietnam.

However, investing in or acquiring SOEs presents unique challenges distinct from typical private-sector M&A. Numerous complex issues must be considered, including capital divestment through SCIC, bidding procedures, state-assessed valuation, minimum bid prices, foreign investment regulations, permits and approvals, state ownership ratios, the possibility of acquiring management control, and coordination with local stakeholders.

In particular, publicly available information is often insufficient to fully understand an SOE’s actual operations, asset values, financial health, bidding eligibility, competitor activity, and administrative practices. Therefore, for Japanese companies to successfully invest in or acquire Vietnamese SOEs, expert support from professionals deeply familiar with local conditions—including investigation, target screening, structuring, and negotiation—is essential.

Given this context, ONE-VALUE has decided to strengthen its advisory services for Japanese companies targeting Vietnamese SOEs as a key strategic focus.

Three Key Advantages of Vietnamese State-Owned Enterprises

Vietnamese SOEs are not merely acquisition targets for Japanese companies—they can serve as vital entry routes to securing competitive advantage in the Vietnamese market.

First is the ownership of strategic assets. SOEs may hold assets such as ports, railways, airports, power grids, mines, forest resources, and prime downtown real estate—assets that are difficult for private firms to acquire. These assets hold significant value for business expansion, logistics, manufacturing, energy, urban development, and real estate projects.

Second is access to exclusive licenses and permits unique to SOEs. In Vietnam, SOEs are key operators in certain sectors. In areas such as airports, railways, power transmission, oil and gas, and tobacco—where foreign or private companies face difficulty entering independently—cooperation, investment, joint ventures, or acquisition involving SOEs can be effective entry strategies.

Third is access to public and government-related projects and customer networks. SOEs maintain relationships with ministries, local governments, public institutions, and other SOEs, often participating in public projects and government contracts. For Japanese companies, capital or operational partnerships with SOEs can open doors to business opportunities otherwise inaccessible.

M&A and Investment Opportunities Created by State Capital Restructuring

Vietnam has announced a policy direction to redefine the role of the state economy and concentrate state capital in strategically important sectors. As a result, SOEs are being focused on areas “where the private sector cannot or lacks the capacity to operate,” while state capital may be withdrawn, reduced, or sold through SCIC and similar channels in non-core or competitive sectors. This trend expands opportunities for Japanese companies to invest in, acquire, form joint ventures with, succeed in, or establish strategic partnerships with Vietnamese SOEs.

Particularly in sectors such as transportation and logistics, power and energy, water and environmental infrastructure, telecommunications, healthcare, education, real estate, manufacturing, food processing, and warehousing, Japanese companies may rapidly establish business foundations in Vietnam by leveraging the assets and operational platforms held by state-owned enterprises.

However, state capital divestment deals do not always proceed through free negotiation like typical M&A transactions. Strict procedural requirements—such as bidding, public announcements, deposit requirements, minimum prices, investor qualifications, payment deadlines, and share transfer procedures—may apply.

Therefore, to properly evaluate investment opportunities and design feasible transaction structures, it is essential to understand Vietnam’s legal framework, business customs, administrative practices, and SOE decision-making processes, followed by careful case-by-case assessment.

Key Challenges in Acquiring Vietnamese State-Owned Enterprises

Investing in or acquiring Vietnamese SOEs involves practical challenges distinct from private-sector M&A.

First is information asymmetry. Public documents alone often fail to fully reveal an SOE’s actual asset conditions, land use rights, permits, existing contracts, financial status, management challenges, human resources and organizational structure, or future restructuring plans.

Second is difficulty in price evaluation. In state capital sales, a minimum price may be set based on government valuation standards. As a result, market conditions, business risks, and due diligence findings may not be fully reflected in the final price. There is also a risk that competitive bidding among investors could drive the winning bid significantly above expectations.

Third, the possibility of acquiring management control is critical. Depending on the state ownership ratio, number of shares offered, foreign ownership restrictions, and existing shareholder composition, an investor may not gain sufficient managerial influence even after investment. It is essential to clearly define the investment purpose—whether financial investment, operational synergy, or control acquisition—and design an appropriate transaction structure accordingly.

Additionally, post-closing PMI (Post-Merger Integration) presents a major challenge. SOEs have long-standing organizational cultures, decision-making processes, relationships with government agencies, employee structures, and labor practices, requiring careful and sensitive integration after acquisition.

ONE-VALUE’s Future Initiatives

ONE-VALUE will support Japanese companies in investing in or acquiring Vietnamese SOEs in the following areas:

- Initial and market research: Investigate market size, growth potential, competitive landscape, policy trends, foreign investment regulations, and the positioning of SOEs in the target industry. Support clients in gaining practical market insights by leveraging not only public data but also local interviews and expert networks. - Target identification and deal sourcing: Identify divestment opportunities through SCIC and other channels, state-capital-backed enterprises, potential capital partners, joint venture candidates, and business succession targets. Develop longlists and shortlists aligned with the client’s business strategy, investment objectives, and synergy hypotheses.