MAs are increasingly becoming the best option for major players to expand their real estate assets.

In a tightening
financial environment, many businesses have pivoted towards mergers and acquisitions
(MAs) as a key strategy to sustain growth momentum. In addition, a number of
conglomerates, following restructuring efforts, have been actively expanding their
real estate portfolios through MA transactions.

According to the
Foreign Investment Agency at the Ministry of Finance, total newly-registered, additional,
and contributed foreign investment, including share purchases and capital contributions,
exceeded $38.4 billion in 2025, up 0.5 per cent against 2024. Real estate ranked
second among investment destinations, attracting more than $7.1 billion, or 18.51
per cent of the total and representing a 12.7 per cent increase.

Solution to sustain growth

Capital inflows
continued to favor projects with strong legal transparency, particularly commercial
land banks that have secured planning approval, hold clear land use rights, and
offer well-defined construction completion timelines.

That said, the market
is showing clear stratification between investor groups. While domestic investors
lead in transaction frequency, primarily through small and mid-sized deals, foreign
partners are focusing on large-scale transactions, especially in the high-end residential
segment, integrated urban developments, and strategically significant industrial
real estate.

Figures from global
real estate consultants Jones Lang LaSalle (JLL) show that for disclosed MA
transactions during the first eleven months of 2025, cumulative deal value reached
$2.4 billion and is significantly higher including undisclosed transactions observed
by JLL.

Notably, the residential
real estate sector dominated, accounting for more than 70 per cent of total MA
value. Commercial real estate and hospitality followed, with 17.7 per cent and 5.3
per cent, respectively. Data centers also emerged as a promising niche, representing
3.3 per cent of total MA activity.

Ms. Le Thi Huyen
Trang, Country Head Head of Research and Consulting at JLL Vietnam, said the
marked disparity reflects strong investor demand for “land banking.” This trend
has become increasingly important as clean land supply tightens and legal procedures
are enforced with greater transparency.

In particular, policies
allowing negotiated land use rights for non-residential land to develop commercial
housing from April 2025 have opened significant opportunities for land use conversion
from industrial and agricultural purposes. This is expected to further spur MA
activity in the residential segment, which continues to face prolonged supply shortages
alongside high absorption rates.

Meanwhile, the office
segment shows clear divergence. Ho Chi Minh City is grappling with severe supply
shortages, high occupancy rates, and sharply rising rents, while Hanoi is witnessing
a strong wave of FDI from international investors. In the hospitality sector, expected
investment yields are estimated at 8-9 per cent this year, with total MA transaction
value projected at $125 million.

Beyond these segments,
JLL reported cumulative MA transaction value in industrial real estate of $74
million during the first eleven months of the year. Rather than leasing land to
develop from scratch, investors are increasingly favoring the acquisition of industrial
parks with existing infrastructure, followed by phased expansions. This approach
shortens development timelines, ensures infrastructure quality, and mitigates legal
risks. “The emergence of investment products such as industrial land banks, ready-built
factories, and specialized assets like cold storage facilities and data centers
is creating a diverse range of MA opportunities,” Ms. Trang emphasized.

Key drivers

Experts point to
legal and policy reform as the primary driver, particularly the issuance of National
Assembly Resolution No. 171/2024/QH15, which ushered in a new era for the market
from April 2025 by allowing investors greater flexibility in converting non-agricultural
land into commercial housing projects. At the same time, Politburo Resolution No.
68-NQ/TW has laid a solid foundation for private sector growth, while the government
continues to refine the legal framework and innovate capital mobilization mechanisms.

Corporate restructuring
needs represent the second critical factor. Many domestic companies are facing liquidity
pressures and accumulated bad debts stemming from the 2020-2022 growth boom, prompting
them to pursue MA solutions to reorganize finances and complete project legalities.

Another factor is
a stable monetary policy environment, with average lending rates at 7-9 per cent,
lower than in recent years, creating favorable conditions for capital access. These
preferential rates not only help level the playing field between domestic and international
investors but also encourage long-term capital inflows into the market.

Nevertheless, experts
note that international investors, particularly from South Korea, Singapore, Japan,
and the US, are applying two clear priority criteria when evaluating MA opportunities
in Vietnam.

Legal transparency
has become a non-negotiable factor in all investment decisions. These investors
are especially focused on projects with complete legal documentation and immediate
deployability, and are even willing to move faster on “clean” assets in exchange
for legal certainty and shorter investment timelines.

At the same time,
sustainability and environmental considerations are increasingly prioritized, particularly
by European and North American funds that adhere strictly to environmental,
social, and governance (ESG) standards. Against the backdrop of Vietnam’s strong
commitment to net-zero emissions targets, these investors are seeking projects with
climate resilience, energy efficiency, and compliance with international green standards.

Recommendations for enterprises

JLL recommends that
Vietnamese companies focus on four key elements to effectively attract investors.
First, ensure full legal compliance of assets, particularly land use rights and
related permits, while preparing detailed legal due diligence reports. Second, conduct
professional valuations aligned with international standards and update them regularly
to accurately reflect market value; a critical factor in negotiations. Third, maintain
flexibility in deal structures. Fourth, build a transparent financial system with
internationally-audited reports and clear corporate governance. Enterprises should
invest in standardizing financial reporting systems and establishing robust internal
governance processes to ensure success in future MA transactions.

From a personal
perspective, Dr. Su Ngoc Khuong, Senior Director of Investment at Savills Vietnam,
observed that foreign investors have been particularly active in MA deals in
Vietnam, attracted by competitive costs, a large workforce, a strategic position
in global supply chains, and a markedly improved legal framework.

He noted that the
biggest opportunity lies in access to international capital and advanced project
development technologies, which can help local companies enhance their competitiveness.
However, risks remain in areas such as asset valuation and post-merger management,
as companies may lose operational control or face deeper-than-expected restructuring
pressures without careful control. To maximize benefits, domestic enterprises must
prepare thoroughly and select partners that share a long-term vision and development
commitment.

According to Mr.
Vo Huynh Tuan Kiet, Residential Project Marketing at CBRE Vietnam, today’s MA
landscape belongs to investors with long-term vision, clear strategy, and genuine
operational capabilities. The market is shifting from opportunistic deals to strategic
MA transactions, where every square meter of land is optimally leveraged through
layered models of joint ventures, partnerships, and multi-tiered cooperation.

VET-Hoang Bach