Vietnam M&A Spotlight – Review of 2021 and 2022 prospects
REVIEW OF 2021
2021 has not been an easy year for Vietnam. The lock down imposed by the spread of Delta variant had an adverse impact on supply chains and the operation of businesses. Serious physical restrictions caused businesses to shift into digital mode and reshape their products and strategies to adapt to the new normality. The Covid outbreak also resulted in new trends in the M&A sector during the year.
Consumer finance drives the trend
Consumer finance was one of the sectors that topped M&A trends in Vietnam in 2021, with the following major reported deals:
- SMBC/FE Credit: SMBC Consumer Finance completed its US$1.4 billion acquisition of a 49 per cent stake in consumer loan provider FE Credit on 28 October. This strategic deal is the largest consumer finance transaction ever recorded in Vietnam’s M&A history. Source: SMBC
- Ayudhya/ SHB Finance: On 25 August, Thailand’s Bank of Ayudhya completed the acquisition of SHB Finance in Vietnam from Saigon-Hanoi Commercial Bank for 5.1 billion baht ($155.77 million). Source: Reuters
Digital transformation and the development of digital payment methods are creating both challenges and opportunities for the sector. More deals in the consumer finance sector are expected in 2022. Among other potential targets, MB Bank is planning to divest all stakes in its consumer finance arm, FCCOM.
Digital payment comes next
Strict social distancing has resulted in a surge in use by Vietnamese consumers of digital payment apps. The demand for mobile payment, digital payment, QR code payment has increased significantly. Top e-wallets of the country are reported to be MoMo, VNPay, Moca (on Grab), ShopeePay (AirPay), ViettelPay, and ZaloPay, all of which are making efforts to widen their presence at merchants. PE firms and multinationals are interested in these companies.
- Dragoneer - General Atlantic - Paypal/VNLIFE: VNLIFE, a leading technology company pioneering the development of Vietnam’s digital ecosystem, raised over $250 million in a Series B funding round led by Dragoneer Investment Group and General Atlantic, with participation by PayPal Ventures and EDBI. Existing investors GIC and SoftBank Vision Fund 1 also participated in the round. Source: Paypal
- Mizuho/Momo: Vietnam’s fintech firm, Momo, joins the country’s unicorn club when it announced on 21 December to have raised US$200m from a Series E funding led by Mizuho Bank. Mizuho Bank has been active in Vietnam since 1996 when it launched its corporate banking business in Vietnam and is a strategic shareholder in Vietnam’s largest commercial bank, Vietcombank. Source: DealStreetAsia
PE firms have been interested in the retail assets of Masan, pouring more than US$1bn into CrownX/Vincommerce platform in 2021 alone:
- TPG – ADIA – Temasek/CrownX: On 13 December, CrownX Corporation raised $350 million from a consortium of investors, including TPG Capital, Abu Dhabi Investment Authority (ADIA), and Temasek. The transaction implies a post-money valuation of $8.2 billion for 100 percent of TCX’s equity, an equivalent of $105 per share, up 12 percent from the previous round. CrownX is Masan’s integrated consumer retail arm that consolidates its interests in Masan Consumer Holdings and VinCommerce. Source: GCC Business News
- Alibaba, Baring Private Equity Asia consortium/CrownX: In June, the consortium completed a $400mm investment in a private issuance of a 5.5 per cent stake in The CrownX Corporation. Source: Vietnam News
- SK/VinCommerce: South Korea's SK Group bought 16.3% stake in VinCommerce for $410 million. VinCommerce operates about 2,300 convenience stores and supermarkets in Vietnam, with a roughly 50% market share in the country’s consumer retail sector. Source: Reuters
- SK Group was also reported to be interested in an US$100m investment in Vietnam's largest pharmacy retail chain, Pharmacity. Souce: KEDGlobal
As consumers cannot go to brick-and-mortar shopping malls as often as before, they surf the net to buy things. E-commerce will take the central role in the retail sector in the years to come. More innovative combinations are expected between e-commerce companies with large client portfolios and other investors, for example insurance multinationals:
- Vietnamese e-commerce start-up Tiki raised $258 million in a Series E funding round led by AIA Insurance in anticipation of its initial public offering in the US. Other investors participating in the round include UBS, Mirae Asset-Naver Asia Growth Fund, and Taiwan Mobile, as well as current investor STIC GIGF. Source: Vietnam Investment Review
Vietnam is one of the biggest markets for animal feed in South East Asia. Vietnamese people are paying increasingly for high-quality meat and sea-food products. Therefore, the animal feed industry is witnessing a high growth in volume and a strong M&A wave.
- De Heus announced on 4 November 2021 that it will obtain control of 100% of the feed related business of MNS Feed (100% ANCO and 75.2% Proconco). As part of the transaction, De Heus and Masan have also entered into multiple long term strategic supply agreements for the supply of feed and pigs by De Heus to Masan. Source: De Heus
Vietnamese people and culture have always valued education and are ready to pay for high-quality education services. Driven by a growing middle class and changes brought about by edtech, the Vietnamese education sector remains an attractive business for investors. More mergers and acquisitions and private equity investments in education and edtech are underway.
- KKR/Equest: Vietnamese education firm EQuest Education Group announced in May that it received an undisclosed amount from US investment KKR through one of its funds. EQuest was formed in 2013 through a merger between EQuest Academy and other local education companies. It operates a portfolio of edtech offerings that focuses on four core segments: K-12 bilingual schools, tertiary and vocational institutions, English enrichment courses, and digital learning. Source: Equest
One of the most notable events of Vietnam in 2021 was when the Prime Minister announced strong commitments to tackle climate change and implementation of strong emissions reduction measures to achieve net-zero emissions by 2050. The country pledges to phase out coal, including not building or further investing in coal fuel energy and new coal fired power plants. The missing energy will likely be compensated by cleaner resources, for example renewable energy and LNG. Before the Prime Minister announced the commitment and despite the policy uncertainty, foreign investors, including infrastructure-focused funds, have been increasingly acquiring renewable energy assets:
- Mainstream Renewable Power bought controlling interest in D&T which is developing a 405MW solar power project in Dak Nong province. Source: Power Technology
- Spain’s Iberdrola acquired the Vietnamese subsidiary of German renewables group Sowitec along with its 550-MW pipeline under development. Source: Renewables now
- Chubu Electric Power acquired shares in Bitexco Power Corporation that owns and operates 21 hydropower plants and one solar power plant in Vietnam, a total generation capacity of 1,038MW. Source: HydroReview
As a result of new low-carbon initiatives and funding core projects on the basis of value over volume, more European companies are selling oil and gas assets in Vietnam to Asian investors. For example, Repsol was reported to have sold two major blocks in the last year:
- sale of its oil and gas exploration and production assets in Malaysia and in Block 46 CN in Vietnam to Malaysia-based Hibiscus Petroleum. Source: Offshore Engineer
- sale of its shares in Talisman, which owns Block 15-2/01 offshore, to Bitexco Energy. Source: Vietnam Investment Review
PROSPECT FOR 2022
With the reopening of borders, the rise of the technology sector, the confidence of domestic consumers, which in turn increase the confidence of PE and multinational investors in the Vietnam’s positive economic prospective, M&A activities are likely to bounce up even more strongly in 2022. The following factors are possible elements affecting deal makers this year in Vietnam:
- growing importance of environmental, social, and governance (ESG) compliance in consideration of sectors or assets to acquire;
- increasing concern over data privacy, security and anti-trust compliance;
- digital trends for business operations;
- behavioural change of customers post-Covid; and
- appetite for asset light businesses.
In addition to continued interest in the market from large PE and multinational investors, we expect the rising trend of growth equity/venture capital style series fundraising rounds to continue to gather steam, as more and more global growth equity and venture capital investors, as well as in house corporate venture capital platforms, seek participation in Vietnam’s rapidly expanding start-up and tech company ecosystems.
Finally, 2021 has seen numerous reports of large Vietnamese conglomerates and tech companies seeking to complete an offshore IPO in the United States or potentially Singapore or Hong Kong. Such a listing would demonstrate that an offshore listing is a viable exit strategy for financial investors in Vietnamese companies, which would in turn increase the attractiveness of Vietnamese companies for financial investors/sponsors. We cannot yet say whether 2022 will be the year in which a Vietnamese company completes this major milestone, but we do expect several companies to make serious pushes to do just that during the course of 2022.