The healthcare M&A market of Vietnam gained stronger momentum in 2025. The market saw growth in both deal volume and deal value, emerging as one of the leading sectors of Vietnam’s broader M&A market.

The market was further supported by several notable transactions, including Ares Management’s strategic investment in 30% equity interest of MEDLATEC (with deal value of approximately USD150 million), Quadria’s acquisition of 73.15% equity interest in Tam Tri Medical, Livzon Pharmaceutical’s acquisition of 65% equity interest in Imexpharm (with deal value of around USD221 million), which together highlight renewed investor interest across both pharmaceutical manufacturing and private healthcare services. In the first few months of 2026, another potentially significant transaction has emerged, with Livzon Pharmaceutical in the process of acquiring up to 77.94% equity interest of Imexpharm through a registered public tender offer (with deal value of around USD261.46 million).

More broadly, Vietnam’s healthcare sector continues to be underpinned by strong long-term fundamentals, including a large and expanding network of public and private healthcare providers, rising healthcare utilisation, and broadening health insurance coverage. Taken together, these factors suggest that the market in 2025 was characterised by improving M&A momentum, increasing interest in scalable healthcare platforms, and continued confidence in the long-term growth trajectory of Vietnam’s healthcare sector.

Vietnam’s healthcare market appears to have moved beyond the earlier digital healthcare narrative into a broader phase of scale-up and consolidation. While digital transformation remains an important theme, the market’s development has been increasingly driven by the expansion of private healthcare capacity, greater investor interest in scalable healthcare platforms, and rising demand for specialised and higher-quality care.

M&A activity in 2025 suggests a clear preference for platform-based investments in hospitals, diagnostics and integrated outpatient networks, rather than isolated single-asset acquisitions. AI, Big Data and electronic health records are increasingly being viewed not merely as standalone health-tech trends, but as core operational tools for hospital management, diagnosis and treatment. These developments indicate that the prevailing trend is the institutionalisation and scaling of healthcare delivery through consolidation, infrastructure upgrades and technology-enabled operating models.

Recent Regulatory Developments

The Law on Medical Examination and Treatment and the Law on Pharmacy are the two principal statutes governing the healthcare sector in Vietnam. While the Law on Medical Examination and Treatment did not see any major recent developments, the Law on Pharmacy was amended by Vietnam’s National Assembly taking full effect from 1 July 2025 with several notable changes, such as the following.

• New business models – two new business models have been formally recognised, namely the pharmacy chain and the sale of drugs through e-commerce platforms.
1. A pharmacy chain comprises at least two affiliated pharmacies, each of which has been granted a Pharmacy Eligibility Certificate and operates under a unified quality management system. A pharmacy chain is permitted to procure drugs for onward distribution to its affiliated pharmacies, while each pharmacy within the chain may only sell drugs supplied through the chain. A pharmacy chain is exempt from the requirement to register changes with the state authorities when reassigning the person responsible for pharmaceutical expertise among its affiliated pharmacies.
2. E-commerce drug sales may only be conducted through certain permitted platforms, including e-commerce marketplaces, sales-oriented e-commerce applications, and e-commerce websites. An entity in e-commerce drug sales must be a pharmaceutical business establishment holding a Pharmacy Eligibility Certificate, and is also required to notify the state authorities of their e-commerce. Drugs permitted to be sold through e-commerce platforms are limited to non-prescription drugs, non-special control drugs, and non-restricted retail sale drugs.
• Greater participation of foreign-invested enterprises – foreign-invested pharmaceutical business establishments are now permitted to directly distribute drugs and pharmaceutical ingredients that they themselves manufacture, outsource for processing, or receive through technology transfer in Vietnam, all the way to healthcare facilities (eg, hospitals and clinics). In addition, pharmaceutical business establishments importing drugs and pharmaceutical ingredients are entitled to sell by wholesale the drugs imported by themselves to drug wholesale establishments.
• Administrative reform – the timeline for the grant of drug marketing authorisations has been shortened to no more than nine months in certain cases, instead of 12 months as previously applied. Likewise, the timeline for approving variations and supplements to existing marketing authorisations has been reduced to no more than 20 days in certain cases, instead of three months under the previous regime.
• Adoption of Good Manufacturing Practice (GMP) – the amendment incorporates international standards by recognising Good Manufacturing Practice compliance assessments from trusted regulatory authorities.

New foreign invested start-ups in the healthcare sector typically use a Singapore holding company to establish the Vietnam subsidiary to operate the healthcare business in Vietnam. Singapore has promoted itself as the hub for the Southeast Asia operations. That said, holding companies in Hong Kong, Cyprus, Delaware and Luxembourg also work as the direct parent company of the Vietnam subsidiary.

The incorporation process for a wholly Vietnamese owned company is an easy process with little regulatory hurdles and requires five to ten days to obtain an enterprise registration certificate (ERC). However, incorporating a foreign invested enterprise will additionally require the foreign investor obtaining an investment registration certificate (IRC) which approves the investment project of the foreign investor in Vietnam.

The recent regulatory changes and authority restructuring have introduced several notable updates to the application of the ERC and IRC as follows.

• Following the nationwide restructuring of authority in 2025, the Department of Planning and Investment was merged into the Department of Finance (DOF), which is now the competent authority for both ERC and IRC applications.
• Application sequence – under the traditional process, the foreign investor must obtain the IRC first by filing a range of documents to the local DOF showing corporate authority and financial capability to implement the project which will include a project business plan. Once the IRC is issued, an application is then made by the foreign investor to the DOF to obtain an enterprise registration certificate (ERC) which incorporates the foreign invested entity in Vietnam.

The new Law on Investment 2025 introduced a new approach, allowing investors to first obtain an ERC and establish a company before applying for an IRC. The investor is then required to obtain an IRC within 12 months from the issuance of the ERC. This change effectively addresses practical challenges faced by foreign investors in conducting pre-incorporation activities (eg, leasing office space or hiring key personnel) without an established legal entity.

Under normal circumstances, obtaining the IRC and ERC should take 6–8 weeks. However, given business in the healthcare sector for a foreign investor has regulatory hurdles, the DOF may consult with the Ministry of Health when assessing the application for IRC which may push the timing to 3–6 months.

100% foreign ownership is permitted in the healthcare sector. However, there are minimum investment capital requirements. A foreign invested hospital requires a minimum investment capital of USD20 million. A foreign invested polyclinic requires a minimum investment capital of USD2 million. A foreign invested speciality health facility requires a minimum investment capital of USD200,000.

A foreign-invested enterprise may use the following corporate forms:

• a single member limited liability company (SMLLC);
• a multiple member limited liability company (MMLLC); or
• a joint-stock company (JSC).

A SMLLC and MMLLC do not issue shares and ownership in the entity is represented by the actual amount of capital contributed. A JSC can issue ordinary and other classes of shares and can potentially list on a Vietnam stock exchange. Entrepreneurs that want to provide an ESOP programme for its employees and consultants would normally incorporate a JSC.

A start-up often raises seed investment through a variety of sources.

• Angel rounds – local investors often include angel investors or family offices. These investors normally deploy capital by subscribing to ordinary shares or providing a convertible loan.
• Foreign investors – foreign investors often contribute not only capital but also bring valuable expertise, international networks, and market access, which are crucial for start-ups looking to expand globally. The foreign investors come from angel funds or social impact funds that typically fund early stage investments. Foreign investors often require the start-up to establish an offshore holding company which will hold the Vietnam equity interests to the extent that Vietnam’s regulatory rules allow. The foreign investor will then invest in the holding company through a SAFE or preference shares. Where the foreign investor invests directly into a Vietnamese entity then this is done by way of a convertible loan or straight equity either as ordinary shares or preference shares.

In early-stage financing the documentation is often less rigorous given the stage and size of the investment. The authors typically see the financing structured as a convertible loan agreement, share subscription agreement or a SAFE. The shareholder and governance arrangements are set out in the shareholders agreement and this will cover matters such as liquidation preference, next round financing and reserve matters.

There is limited access to capital from local venture capital and government-sponsored funds. This is because establishing a local fund structure requires regulatory approval. The authors see venture capital from local investors being provided through an offshore fund structure rather than onshore.

Foreign venture capital firms are active in the Vietnam market and global venture capital firms have made investments in Vietnam such as Sequoia Capital, Jungle Ventures, IDG Ventures, Y Combinator and SoftBank Vision Fund.

There are no standard venture capital documentation and standards in Vietnam. However, the Singapore Venture Capital and Private Capital Association together with the Singapore Academy of Law have developed Venture Capital Investment Model Agreements that include model term sheets, subscription agreement, convertible notes and shareholders agreement. These have been adopted in some transactions as a starting point for use in Vietnam.

Most start-ups in Vietnam will be established in the form of a joint-stock company and, therefore, there is no need to migrate their corporate forms. However, the authors do see that in VC financing, the VC investor may request that the Vietnam entity and shareholders undertake a re-domiciliation to move the shareholding structure to a Singapore holding company with the Vietnam entity being a subsidiary of the Singapore holding company.

Investors would tend to run a sale process rather than undertake an IPO. This is because there has only been a small number of successful IPOs of start-up businesses with the key one being MobileWorld Group’s listing on the Ho Chi Minh City Stock Exchange in July 2014 and F88’s trading on the Unlisted Public Company Market (UpCOM) of Hanoi Stock Exchange in 2025.

Vietnam’s stock market has now been confirmed to be upgraded to a Secondary Emerging Market under FTSE Russell Benchmark with index inclusion starting on 21 September 2026, potentially opening access to greater global capital. While the exact timeline for the upgrade is monitored, several key initiatives have been implemented.

• The KRX system, an IT trading management platform developed in collaboration with the Korea Exchange, was launched in May 2025. This system aims to enhance trading infrastructure, improve market liquidity, and facilitate the transition of stocks to HOSE.
• Circular No 68/2024/TT-BTC, issued by the Ministry of Finance in September 2024, has eliminated pre-funding requirements for foreign investors purchasing Vietnamese securities. Additionally, listed companies are now required to disclose information in English, increasing market transparency and accessibility.
• Amendments to the Law on Securities took effect on 1 January 2025 to enhance investor protection and market transparency.
• Circular 136/2025/TT-BTC introduced amendments to the regulatory framework governing the operation and management of securities investment funds, with effect from 12 February 2026.
• Circular 115/2025/TT-BTC amended the rules on securities offerings, public tender offers, share buybacks and public company registration, streamlining disclosure and reporting obligations, with effect from 28 January 2026.
• In April 2026, FTSE Russell conducted and completed its interim assessment, confirming Vietnam meets all required criteria to be upgraded to a Secondary Emerging Market.

An IPO and listing of a Vietnamese company in an offshore securities exchange is challenging. There are Vietnam FDI and foreign ownership regulatory issues. Further, the strict corporate governance, accounting and reporting rules may mean that many Vietnamese companies may automatically not qualify. In addition, for a Vietnamese company to list offshore, that requires approval from the State Securities Commission of Vietnam (SSC) and there is also a requirement for the Vietnam stock exchange and the offshore stock exchange to have entered into a co-operation agreement.

On that basis a trade sale is a more likely liquidity event for investors in a start-up. The start-up can engage an adviser for the sale process that can involve a competitive bidding process.

Vietnamese companies may find it more straightforward to list on the home country’s stock exchanges like HOSE or HNX due to familiarity with local regulations and reporting standards, and this is a more common practice for Vietnamese companies. In comparison, listing on a foreign exchange or dual listing can provide access to the greater capital market, as discussed, but can be more challenging.

For a Vietnamese company that is already listed on a Vietnam stock exchange to list its shares overseas, it must seek an approval from the SSC. Vietnamese companies typically require two to three years to prepare for an overseas listing. This is primarily due to differences between international and Vietnamese accounting standards, as well as the high standards demanded for corporate governance.

In the case of dual listing, Vietnamese companies are required to meet certain obligations pertaining to both Vietnam and the country where their shares are listed. These obligations include, among others, complying with Vietnamese foreign exchange controls and disclosure requirements stipulated by both Vietnamese stock exchange and foreign stock exchange, as well as Vietnamese laws on foreign ownership room for listed companies.

There has been no Vietnamese company that has achieved any dual listing or a listing of a Vietnamese company’s shares on an offshore stock exchange. VNG has explored for offshore listing on NASDAQ, but withdrew the application in 2024. VinFast is the first Vietnamese operated entity to have its offshore parent listed on a foreign stock exchange. However, while VinFast originated from Vietnam, it used a Singaporean entity to list on NASDAQ.

The authors have discussed the difficulty in listing a Vietnamese company in an offshore jurisdiction. If the company does succeed with an offshore listing, then there will be issues with any squeeze-out from a Vietnamese law perspective. This is because Vietnam’s securities law does not provide for any squeeze-out provisions for minority shareholders. Any acquisition of minority shares will need to be done by consent of the minority shareholder.

A competitive auction or bidding process is typically chosen.

The typical transaction structure is for a sale of a controlling interest with the founder or sponsor retaining 20% of the shareholding which would be subject to an earn-out in three to five years following completion.

The consideration is typically on a cash basis.

Founders are expected to stand behind customary representations and warranties though there are typical limitations of liability on the founders that relate to caps on liabilities (eg, 20–100% of purchase price depending on whether the warranty is fundamental or relates to tax or a general warranty), warranty claim period, double counting or double recovery, consequential loss and other customary limitations.

VC investors, unless they have a reasonable degree of management oversight, do not typically stand behind company warranties other than warranties relating to their ownership of the shares and warranties relating to power and authority and solvency of the VC investors.

A deposit or escrow arrangement are normally negotiated and agreed in healthcare transactions where the regulatory approval process and timeframe to satisfy the conditions precedent would be a lengthy one. The authors would typically see a deposit of 10–15% being paid after the signing of the transaction documents. A retention sum would normally be negotiated if there is a high likelihood that the completion and closing balance sheets would result in an adjustment to the purchase price in favour of the purchaser or if there is a concern about the future tax liability of the company following completion. The retention sum is typically around 5–10% of the purchase price.

Representation and Warranty Insurance are not commonly used in transactions, though the authors have seen an increasing number of PE firms using this insurance product for Vietnam M&A transactions.

Spin-offs are not customary in Vietnam, especially in the healthcare sector, due to the onerous administrative process (approximately 1–2 years) to obtain new healthcare licences and land title for the new entity following the spin-off.

Having said the foregoing, due to the restrictions on pharmaceutical distribution by foreign investors, the drug dispensing arms of private hospitals or healthcare facilities with foreign invested capital or prepared for investment by foreign investors are normally carved out to maintain regulatory compliance.

A company separation is a form of company reorganisation and generally does not give rise to any capital gains tax.

A spin-off immediately followed by a business combination is possible in Vietnam.

The business combination would require a range of regulatory approvals. The local DOF will need to approve the business combination. The Ministry of Health will generally need to provide an opinion on the business combination. Further, the licence of any additional healthcare facilities will need to be obtained from the local department of health. Depending on the size of the transaction an economic concentration notification may need to be filed with the Vietnam Competition Commission (VCC).

The timing for a spin-off in the healthcare sector may vary depending on the structure, typically including one to two months for obtaining the ERC for the new entity, and up to six months for an operating licence (depending on the business objective of the spun-off entity). No tax ruling is required to be obtained.

There are no restrictions on acquiring shares before making a public tender offer in Vietnam. Investors may buy minority stakes as a “testing the waters” step.

Acquiring 5% or more of a company’s voting shares triggers disclosure obligations. The investor must report to the target company, SSC, and stock exchange within five business days. Similar reporting applies when selling shares that reduces ownership below 5% or by more than 1% (combined with affiliates).

While Vietnamese regulations do not explicitly require stating the acquisition’s purpose or future plans, the tender offer application to the SSC must include details such as funding source, acquisition rationale, and post-acquisition business plans. This indirectly addresses the purpose and plans.

Vietnam has no “put up or shut up” rule. The buyer does not need to make a formal offer or declare future intentions within a specific timeframe.

Vietnam has a mandatory offer threshold for public company acquisitions. An investor and their affiliated entities must make a public tender offer if their combined ownership reaches certain thresholds of the target company’s voting shares.

• 25% or more – this is the initial mandatory offer threshold.
• Subsequent thresholds – additional mandatory offers are triggered if the investor’s ownership (combined with affiliates) reaches or exceeds each of these subsequent thresholds:
1. 35%;
2. 45%;
3. 55%;
4. 65%; and
5. 75%,

of the total voting shares.

The mandatory tender offer may be exempted if the acquisition is approved by the General Meeting of Shareholders of the target company.

In Vietnam, acquisitions of public companies are typically in form of share acquisition.

Asset acquisition is not common due to limitations. Certain assets, like land-use rights, might not be freely transferable or require specific approvals. Foreign investors may need to establish a new Vietnamese company to acquire the target’s assets.

Mergers are not as frequently used for public company acquisitions in Vietnam compared to share acquisitions, due to the following.

• Complexity – mergers involve legal and administrative procedures that can be more complex than share acquisitions.
• Shareholder approval – both companies’ shareholders need to approve the merger, potentially creating additional hurdles compared to acquiring shares directly from existing shareholders.
• Minority shareholder protection – mergers in Vietnam might require special procedures to protect the rights of minority shareholders, adding another layer of complexity.

So, while mergers are technically possible, the relative ease and efficiency of share acquisitions generally make them the preferred option for public company takeovers in Vietnam.

Public company acquisitions in Vietnam’s healthcare industry can be financed with either cash or shares. Cash remains the preferred method due to its simplicity and clarity for sellers. Stock-for-stock deals are less frequent, especially considering potential stock price volatility.

Vietnam implements a minimum price requirement specifically for cash tender offers. The offer price must not be lower than:

• the average reference price of the target company’s shares over the 60 trading days preceding the tender offer filing; and
• the highest purchase price offered in a tender offer during this timeframe.

The investor cannot decrease the offer price during the tender offer period. However, increasing the offer price is allowed. Any price increase must be:

• published at least seven days before the last day of the offer period; and
• extended to all other shareholders participating in the tender offer.

Contingent value rights (CVRs) are not yet a common tool in Vietnamese M&A. However, alternative mechanisms like earn-outs may be considered to bridge valuation gaps, especially in deals with high growth potential or significant regulatory uncertainties.

While takeover offers in Vietnam tend to be less conditional compared to some other jurisdictions, there are specific requirements that a tender offer must satisfy the following.

• Financial capability – the offer must demonstrate the investor’s financial capability to complete the acquisition. This can be achieved through:
1. Payment guarantee – a credit institution guarantee for the offer amount.
2. Escrowed funds – depositing a sufficient amount of funds in escrow to cover the offer.
• Public offering agent – the offer must be conducted through a licensed securities company acting as the public offering agent.
• Competition law considerations – depending on the specific transaction and its impact on market competition, a competition law filing might be required. While a competition clearance letter is no longer a prerequisite for submitting a public tender offer application to the SSC, the underlying legal obligation to file for competition clearance remains. Investors must independently determine if a transaction triggers competition thresholds. Because these are now separate regulatory tracks, the merger filing should be initiated independently and ideally prior to the tender offer to ensure the transaction can be legally completed.

Beyond the specific conditions, the overall emphasis in Vietnam’s takeover offer process is on the following.

• Fairness to shareholders – the offer price and terms should be fair and reasonable for all shareholders of the target company.
• Information disclosure – offer documents must provide clear and comprehensive information to allow shareholders to make informed decisions.
• Shareholder autonomy – shareholders have the right to decide whether to accept or reject the offer.

The Vietnamese takeover process emphasises transparency and shareholder decision-making, with less focus on pre-offer agreements and extensive representations and warranties from the target company.

Transaction Agreements in Vietnamese Takeovers

Unlike some other jurisdictions, Vietnam’s takeover framework does not typically involve formal transaction agreements between the bidder and target company before a public tender offer.

The primary legal document governing the acquisition is the tender offer document itself. This document outlines the offer terms, conditions, and procedures for shareholder participation.

Target Company Involvement

While a formal agreement is not customary, the target company might be of assistance in the following aspects during the tender process.

• Co-operation – providing necessary information and facilitating due diligence within reasonable limits.
• Neutrality – maintaining neutrality during the offer period, avoiding actions that could unfairly influence shareholders’ decisions.
• Disclosure – complying with ongoing disclosure obligations related to the offer and any material developments.

Board Recommendation

The target company’s board typically issues a recommendation to shareholders regarding the offer. However, this recommendation is not a formal agreement binding the company.

Representations and Warranties

Public companies in Vietnam are less likely to provide extensive representations and warranties compared to some other legal systems.

The board of directors of the target company must act in the best interests of the company and its shareholders. Providing extensive warranties could potentially conflict with this fiduciary duty.

The tender offer can include a minimum threshold of shares the investor seeks to acquire. This threshold is determined by the investor’s specific objectives, such as the following.

• Veto power – to gain veto rights over certain critical company decisions, the investor may aim for a minimum ownership stake. This minimum should be checked against the target company’s voting requirements outlined in its governing documents. Typically, vetoing major decisions (like share classes, large transactions, restructuring, or dissolution) requires at least 36% ownership of voting shares (because the standard voting threshold for passing a shareholders’ resolution on those matters is 65%).
• Passing resolutions – to have the power to pass specific resolutions at shareholder meetings, the investor will target a minimum ownership stake exceeding 50% of voting shares. This ensures control over decisions impacting general shareholders’ matters.

Vietnam’s Law on Securities does not include a “squeeze-out” provision forcing remaining shareholders to sell after a tender offer. However, there is a mandatory buyback requirement if the investor successfully acquires more than 80% of the target company’s shares through the tender offer. In this scenario, the investor must offer to purchase any remaining shares from willing sellers at the same price terms as the original tender offer. This allows remaining shareholders a chance to exit but does not compel them to sell.

To launch a public tender offer in Vietnam, investors must prove they have sufficient funds. This is achieved by securing one of the following.

• Payment guarantee – a credit institution or escrowed guarantee for the offer amount.
• Escrowed funds – depositing a sufficient amount of the funds in escrow to cover the offer.

The investor must submit this financial evidence (payment guarantee or escrow certificate) to the SSC before the SSC confirms receipt of a complete tender offer dossier.

In Vietnam, the legal framework for public tender offers is still developing, and deal protection measures commonly used in other jurisdictions are not as prevalent.

• Limited deal protection measures – target companies in Vietnam have limited options compared to some other countries. Break-up fees, matching rights, and force-the-vote provisions in mergers are not typically used.
• Non-solicitation provisions – there is some possibility of using non-solicitation provisions in confidentiality agreements during the initial stages of exploring a potential deal. These provisions might restrict the target company from soliciting or negotiating with other potential bidders for a set period. However, the enforceability of such provisions in court can be uncertain.

While failing to acquire 100% ownership of a target company limits control, Vietnamese law still offers some rights to significant minority shareholders (holding 10% or more of voting shares, or a lower threshold specified in the company’s charter).

• Board representation – these shareholders have the right to nominate individuals for the Board of Directors and Inspection Committee.
• Voting rights – shareholder resolutions at general meetings can be passed with specific majority votes depending on the matter at hand.
1. Normal matters – more than 50% of shareholder votes are required for approval.
2. Special matters – a higher threshold of at least 65% shareholder votes is needed for approval on matters like business line changes, share classes, or organisational restructuring. The company’s charter might even stipulate even higher thresholds for specific matters.

Negotiating irrevocable commitments is uncommon in Vietnam, but not entirely absent. The enforceability of such agreements might be uncertain. In particular, the following should be considered.

• Limited use – Vietnamese regulations do not explicitly require or prohibit these commitments. However, they are not widely used due to a few factors.
1. No disclosure requirement – Vietnamese regulations do not mandate the disclosure of such pre-bid agreements. This makes them less prevalent as there is no public record or pressure to utilise them.
2. Enforcement – the legal enforceability of such pre-bid commitments in Vietnam has not been thoroughly tested.
• Nature of undertakings (if used) – if such commitments are used, they would likely be structured as civil agreements between the bidder and the principal shareholders. These agreements might include the following.
1. Promise to tender – the shareholder commits to tendering their shares at the offer price.
2. Voting support – the shareholder agrees to vote in favour of the transaction at shareholder meetings.
3. “Out” Clauses – given the potential for competing bids, it is likely that any irrevocable commitment would include an “out” clause allowing the shareholder to exit the agreement if a superior offer emerges.

Launching a public tender offer in Vietnam involves a multi-step process with specific deadlines for both the investor and the target company.

• Investor pre-filing – the investor must obtain confirmation from the SSC before officially launching the tender offer.
• Target company reporting – upon receiving the tender offer documentation, the target company has three working days to report its receipt to the stock exchange where its shares are listed.
• SSC review – the SSC has seven working days to review the offer documents and issue a written confirmation of receipt.
• Public announcement – once the investor receives confirmation from the SSC (within seven working days), it must publicly announce the tender offer.
• Minimum waiting period – the tender offer can only commence at least three days after the public announcement.
• Competing offers – if a competing offer emerges during the tender period, shareholders can withdraw their initial offer to sell to the first investor. This can impact the original tender offer’s timeline.

Minimum and maximum duration – public tender offers in Vietnam must last for a minimum of 30 trading days and cannot exceed 60 trading days.

Extensions – generally, extensions are not granted unless the investor is already obligated to continue the offer due to exceeding a specific ownership threshold. See below.

Mandatory extension at 80% ownership – if the investor acquires 80% or more of the target company’s voting shares during the initial tender period, they are required by law to extend the offer and continue purchasing any remaining shares from willing sellers at the original offer price for an additional 30 days.

Antitrust approval – if the tender offer raises potential competition concerns, the investor needs clearance from VCC before submitting the application to the SSC. Obtaining competition clearance can take up to several months, potentially delaying the overall tender offer process.

Each sector of healthcare in Vietnam has distinct regulations. Understanding these is crucial for successful entry into the market. Among those sectors, attractive ones for foreign investors include: (i) healthcare services (hospitals, clinics and diagnostics); (ii) medical equipment; and (iii) pharmaceuticals.

Regulatory Landscape

The Ministry of Health (MOH) sets national healthcare policies and oversees technical guidelines. Local authorities manage health activities within their provinces. Key regulatory bodies include the following.

• Infrastructure and Medical Device Administration (IMDA) under the MOH and provincial Departments of Health (DOH) – regulating medical equipment.
• Drug Administration of Vietnam (DAV) – overseeing pharmaceuticals and cosmetics.
• Vietnam Food Administration (VFA) – managing, implementing and enforcing laws on food safety and hygiene.

Regulations by Sector

1. Healthcare Services:

• Law on Medical Examination and Treatment is the primary legislation.
• Institutional healthcare providers (hospitals and clinics) need an Operational Licence based on their size and services offered.
• Healthcare professionals (HCPs) are required to take competency assessment tests organised by the National Medical Council before applying for Practising Licences specific to their expertise (doctors, nurses, etc), effective from 1 January 2027 (for doctors), 1 January 2028 and 1 January 2029 (for other titles, as applicable).

Both licences are issued by the MOH or provincial DOH.

2. Medical equipment:

• Classification – equipment is categorised by risk level (A–D) following the ASEAN Medical Device Directive (AMDD).
• Manufacturing – requires ISO 13485 compliance and a pre-manufacturing declaration.
• Clinical trials for medical devices in Vietnam are conducted in different phases, three phases for non-in vitro diagnostic devices and two phases for in vitro diagnostic devices. Clinical trials may be exempted for Class A and B devices, and for Class C and D devices that have already been authorised for circulation.
• Circulation – companies need a circulation number to sell equipment. This can be:
1. Declaration number (Class A & B) – confirmation of compliance with standards.
2. Circulation registration certificate (Class C & D) – required for higher-risk equipment.
• Distribution – distributors need a declaration of eligibility before starting operations. Exemptions apply for Class B, C, and D equipment listed as regular goods by the MOH.
• Import – equipment with a circulation number in Vietnam can be imported freely. An import licence is required only for equipment imported for particular purposes (eg, research purposes) yet not having a circulation number.

3. Pharmaceuticals:

• Foreign investors cannot distribute drugs in Vietnam, either directly or through foreign-invested enterprises in Vietnam.
• Pharmaceutical establishments must obtain a certificate of eligibility for a pharmacy business (“Pharmacy Eligibility Certificate”). The MOH or provincial DOH have the authority to issue a Pharmacy Eligibility Certificate. The business activities must be conducted strictly in accordance with the type of establishment, scope, and location as specified in said Pharmacy Eligibility Certificate.
• A pharmaceutical practising certificate is required for persons responsible for:
1. pharmaceutical expertise at a pharmaceutical business establishment;
2. quality assurance at a drug or medicinal ingredient manufacturing establishment; or
3. clinical pharmacy activities at a medical examination and treatment establishment – the pharmaceutical practising certificate is issued by the director of provincial DOH (through an approval process) or the MOH (through an examination-based process).

The SSC is the primary regulator for mergers and acquisitions (M&A) involving listed companies in Vietnam. Operating under the Ministry of Finance (MOF), the SSC plays a crucial role in the following.

• Advising and assisting the MOF on state management of securities and stock markets.
• Directly managing and supervising activities related to the securities and stock markets.
• Overseeing service activities related to securities and stock markets, ensuring compliance with relevant legal regulations.

Vietnam’s healthcare industry welcomes foreign investment, governed by national investment laws and international treaties like WTO agreements and Free Trade Agreements (FTAs) with various partners. The specific conditions for foreign investors depend on the treaty to which their home country is a signatory, or Vietnamese laws for business that has not been committed by a Vietnamese person for market access. Under the new Decree 96/2026/ND-CP (“Decree 96”) guiding the new Law on investment, healthcare services remain a conditional market-access business.

Open Sectors

Healthcare and medical equipment – foreign investors generally face no limitations in establishing wholly foreign-invested enterprises (FIE), joint ventures, or business co-operation contracts for hospitals, medical and dental services, and medical equipment distribution businesses (except that a trading licence is required for retail distribution).

FIEs can invest in pharmaceutical manufacturing and other aspects of the industry.

Restricted Sector

FIEs are currently prohibited from engaging in activities directly related to pharmaceutical distribution in Vietnam, including but not limited to selling (either wholesale or retail), delivering, transporting drugs and medicinal ingredients, except for the following cases.

• A foreign-invested manufacturer may sell by wholesale drugs and medicinal ingredients that they manufacture themselves, or produce under contract or technology transfer in Vietnam. These products may be supplied to healthcare establishments, relevant research and training institutions, state testing entities, and certain pharmaceutical business establishments.
• A foreign-invested importer may sell by wholesale drugs and medicinal ingredients imported or manufactured under contract or technology transfer to pharmaceutical wholesalers, and import medicinal ingredients to supply manufacturers producing under such arrangements.

The restrictions are further extended to, among others, deciding distribution strategies and business policies for drugs and medicinal ingredients distributed by other pharmaceutical establishments, developing supply plans for healthcare facilities in Vietnam, and providing financial support to purchasers to manipulate the distribution of imported drugs or medicinal ingredients.

Navigating Investment Treaties

A country can belong to multiple international agreements with similar coverage. Therefore, foreign investors should choose the FTA that offers the most favourable conditions for their specific investment in Vietnam.

Capital Requirements and Treaty Benefits

Vietnam’s WTO commitments set minimum investment capital requirements for foreign hospitals, clinics, and specialty establishments. See 2.1 Establishing a New Company.

However, some FTAs, like the EU–Vietnam Free Trade Agreement (EVFTA), eliminate these capital requirements for member states, providing them with a competitive advantage.

Licences and Procedures

See 2.1 Establishing a New Company.

National Security Reviews

Vietnam does not have a formal, centralised national security review process for foreign investment. However, national defence and security considerations are still relevant in specific circumstances, particularly in the following instances.

• Land Use Rights – acquisitions involving target companies with land use rights in “sensitive areas” (eg, border regions, coastal zones, and areas designated as crucial for national defence) require a mandatory consultation process. During process of investment application dossiers, the provincial DOF will seek a formal opinion from the Ministry of National Defence and the Ministry of Public Security.
• Sensitive Sectors – new investment regulations maintain a list of restricted and conditional sectors where foreign ownership is scrutinised. The process for investment in sectors such as telecommunications infrastructure, publishing, nuclear energy, and offshore wind energy involves a case-by-case evaluation of the investor’s background and the transaction’s impact on national interests.

Investor Restrictions Based on Nationality

Vietnam maintains an open-door policy for foreign direct investment and generally avoids blanket restrictions based solely on an investor’s nationality. However, different FTAs may grant varying degrees of favourable treatment to their signatories, and Vietnamese law allows foreign investors to rely on the agreement that offers the most favourable conditions for their investment.

Export Control Regulations

Vietnam maintains export control regulations that may also apply to certain healthcare-related goods, export of goods, technologies, and services, particularly those with potential military or security implications. Exporters are responsible for properly classifying their products and obtaining any required licences for export.

The new Law on Chemicals 2025 also introduces much stricter controls on “Specially Controlled Chemicals”, many of which are precursors used in pharmaceutical manufacturing. The export of these chemicals is subject to export permit.

Vietnam’s Merger Control Process

Vietnam’s MOIT oversees merger control through VCC. A filing with the VCC is mandatory if a transaction involves a significant concentration of economic power in Vietnam, regardless of whether it is domestic or cross-border.

Economic concentration may be in form of:

• mergers;
• consolidations;
• acquisitions of shares or assets; or
• joint ventures.

When Is a Filing Required?

Filing is triggered if the transaction meets one of the following thresholds, with different thresholds applying to banking, insurance, and securities sectors.

• Total turnover in Vietnam – one party has a turnover of VND3 trillion (approximately USD114 million) or more.
• Total assets in Vietnam – one party has total assets of VND3 trillion (approximately USD114 million) or more.
• Transaction value (onshore only) – the transaction value is VND1 trillion (approximately USD38 million) or more.
• Combined market share – the combined market share of the parties in any relevant Vietnamese market is 20% or more.

Filing Process

The VCC conducts a two-step assessment.

• Preliminary assessment (3–4 months) – reviews transaction documents to identify potential competition concerns.
• Official assessment (up to 6 months) – in-depth investigation of the transaction’s impact on competition.

Silent approval – if the VCC does not issue a preliminary conclusion within 30 days of the initial filing, the transaction can proceed.

Employee Rights and Liabilities

Acquirers in Vietnamese M&A transactions should be aware of key labour law regulations concerning the following.

• Existing labour contracts of the target company (terms, conditions and compliance).
• Potential labour-related liabilities (unpaid wages, severance payments and social insurance contributions).
• Requirements for lawful termination of employment contracts (if workforce restructuring is involved).
• Practising certificates of all medical staff (doctors, nurses, and pharmacists) of the target.
• Operating licence of the target.
• Overtime registration (300-hour annual overtime cap for healthcare sector) with local labour authorities.

Work Councils and Consultation

Vietnam does not mandate works councils. However, existing trade unions in the target company can play a crucial role in employee representation and consultation during M&A, though their influence is limited.

Consulting with employee representatives or the trade union during the M&A process, especially if it involves workforce changes, is recommended for transparency and mitigating potential disputes.

Trade union opinions are not legally binding on the board of directors, who have ultimate decision-making authority.

Employee Transfer

The approach to employee transfers depends on the M&A transaction structure.

Asset transfer transactions

Employee transfers do not automatically occur with the asset transfer. Specific procedures will apply in the following instances.

• Labour Use Plan (LUP) – the target company must develop an LUP outlining how employees will be employed post-transfer (who gets transferred, who gets terminated, and financial provisions). This is a lengthy process involving trade union consultation.
• Mutual Agreements – in practice, employee transfers often occur through mutual agreements:
1. Employees, the target company, and the acquirer reach agreements.
2. Target company terminates existing contracts and pays out entitlements.
3. Acquirer enters new employment contracts with transferred employees. (This approach aims for a smoother transition and clearer expectations.)
4. Share transfer transactions – employees generally continue their employment with the target company unchanged.

Vietnam does have currency control regulations, but they generally do not require central bank approval for the entire M&A transaction itself.

Currency Control Regulations

Vietnam maintains some restrictions on foreign exchange transactions overseen by the State Bank of Vietnam (SBV). Foreign investors involved in M&A deals need to ensure they comply with these regulations when dealing with foreign currency. This will include using authorised channels for foreign currency exchange (including using the right specialised bank account for the payment of purchase price).

Central Bank Approval (Limited Cases)

In most M&A transactions, central bank approval for the overall deal is not required. However, there might be specific situations where SBV approval is necessary, such as registration of offshore loans required for financing the transaction or registration of replacing the lender of an offshore loan because it is transferred as part of the M&A transaction.

There have not been any major court decisions reported publicly in the past three years that specifically deal with healthcare M&A transactions in Vietnam. Legal developments in this area tend to be through legislative changes or policy pronouncements, rather than court rulings.

Vietnam Streamlines Foreign Investment in Healthcare M&A

The new Law on Investment 2025 introduces several measures aimed at simplifying foreign investment in Vietnamese M&A transactions, including the healthcare sector.

Shift from conditional access

Previously, foreign investors faced specific conditions for entering conditionally open business lines in healthcare. These conditions were defined in a complex web of laws, decrees, and treaties.

Clearer path forward

The revised law introduces a streamlined approach. It establishes a definitive list of restricted sectors, while all others allow foreign investors on equal footing with domestic players. This transparency and consistency make the investment process more efficient and predictable. Healthcare services continue to be classified as a conditional investment sector for foreign investors. Accordingly, foreign investors must comply with applicable market access conditions and licensing requirements when investing in healthcare businesses. Refer to 2.1 Establishing a New Company and 7. Overview of Regulatory Requirements for further details on foreign ownership restrictions and licensing requirements.

Reform of licensing procedures

Previously, foreign investors were generally required to obtain an IRC to establish an investment project before applying for an ERC to incorporate a company in Vietnam.

Under the Law on Investment 2025, foreign investors are granted greater flexibility, as they may obtain the ERC prior to finalising the IRC in certain fast-track scenarios. This allows investors to establish a legal entity earlier and proceed with preparatory steps for M&A transactions. If choosing this approach, the IRC must still be obtained within 12 months from the date of issuance of the ERC.

Reform of investment procedures

Investment procedures, including the issuance of new IRCs and approvals for capital contributions and share acquisitions by foreign investors, have been streamlined through the introduction of a linked online filing system and the reduction of the timeline for processing applications. This reform is expected to improve efficiency for mid- to large-scale healthcare M&A transactions.

Healthcare sector benefits

Emerging fields like digital healthcare and telehealth, previously not explicitly open to foreign investment, can now potentially attract international capital. This is also a trend reiterated in the new Law on Medical Examination and Treatment 2023. This paves the way for the following.

• Increased foreign investment – more foreign investment in innovative healthcare services.
• Industry growth – greater contribution to Vietnam’s healthcare industry development and diversification.

Overall, the revised Law on Investment offers a more welcoming environment for foreign investors in the Vietnamese healthcare M&A landscape, potentially accelerating innovation and growth in the sector.

Board’s Authority and Insider Trading

The board of directors of the target public company ultimately decides the following.

• Timing of information disclosure – when to share information with potential bidders during due diligence.
• Extent of information disclosure – the level of detail and type of information provided.

Balancing Transparency and Confidentiality

The board must balance transparency for bidders with the need to protect confidential information. This might involve:

• non-disclosure agreements (NDAs) – entering into NDAs with bidders to ensure confidentiality;
• access list – establishing and controlling all persons granted access to confidential or inside information;
• data room access – establishing a secured data room for controlled access to confidential information; and/or
• redacted documents – redacting sensitive information from shared documents.

Board Fiduciary Duty and Insider Trading Rules

Board members have a fiduciary duty to act in the best interests of the company and its shareholders. This includes the following.

• Allowing a reasonable level of healthcare due diligence by bidders.
• Complying with insider trading regulations that prohibit using insider knowledge for personal gain or manipulating the stock price.

Fairness and Transparency for Bidders

Public companies have a legal obligation to treat all bidders fairly and transparently throughout the M&A process. This includes the following.

• Providing the same level of publicly available information to all bidders.
• Establishing a clear and objective process for sharing confidential information, ensuring all qualified bidders have equal access.
• Disclosing information to bidders in a timely manner to allow for proper evaluation of the offer.

Level of Healthcare Due Diligence

The board’s decision on the acceptable level of healthcare due diligence should consider the following.

• Nature of the transaction – the type of healthcare services or products involved.
• Company operations – the specific areas of the company’s healthcare business.

The scope of due diligence might encompass the following aspects.

• Compliance with healthcare regulations – reviewing relevant licensing, accreditation, and regulatory requirements.
• Financial performance of healthcare services – evaluating the financial performance of specific healthcare service lines or products.
• Intellectual property (IP) related to healthcare – assessing the company’s IP portfolio related to healthcare innovations or technologies.
• Quality of care and patient safety practices – in some cases, depending on the specific healthcare services involved, the board might allow some level of due diligence into the company’s quality of care and patient safety practices.

Public Offer Requirements and Information Disclosure

When making a public offer to acquire a public company, Vietnamese regulations require the following.

• Treating all shareholders equally.
• Providing sufficient information to all parties involved for them to properly evaluate the offer.

Therefore, the board will generally provide the same information to all qualified bidders to comply with these regulations and ensure a fair bidding process.

Data Protection Regulations

Vietnam’s regulations on personal data protection (Decree 13/2023, effective until 31 December 2025, the recent Law on Personal Data Protection 2025, effective from 1 January 2026, and the Law on Medical Examination and Treatment 2023) govern data privacy and apply to the due diligence process in healthcare M&A transactions. Those regulations protect personal data, including sensitive information like patient health data.

Challenges for Due Diligence

The data privacy regulations generally require consent from the data subject (patient) before disclosing their personal data. Obtaining individual patient consent for all data involved in due diligence can be impractical.

Alternative approaches for data sharing

• Data anonymisation – providing anonymised data that does not directly identify patients can still offer valuable insights.
• Pseudonymisation – replacing data with pseudonyms that cannot be easily traced back to individuals offers another option.
• Data sharing agreements – structured agreements outlining the specific data shared, purpose, security measures, and data destruction after due diligence can be established.

Cross-Border Data Transfer Considerations

If the acquirer is a foreign entity, transferring Vietnamese citizen data requires additional steps.

• Impact assessment – the target company must prepare an assessment detailing the reasons, purposes, and data subject consents for the transfer.
• Data transfer agreement – a written agreement with the foreign recipient outlining data security practices must be established.
• Dossier and reporting – the target company must maintain records of the assessment and send a copy to the Ministry of Public Security within 60 days from the initial date of data transfer.

See 6.2 Mandatory Offer and 6.13 Securities Regulator’s or Stock Exchange Process.

With respect to a stock-for-stock public tender offer, the offering party must submit a prospectus to the SSC, which needs to detail two key aspects.

• Ownership breakdown – the volume of shares, convertible bonds, warrants, and options to purchase the target company that the offering party and its affiliates hold directly or indirectly through third parties.
• Transaction history – details of past or ongoing transactions and undertakings related to the target company’s shares.

Listing requirement for foreign acquirers – for foreign offering parties involved in a stock-for-stock public tender offer with a Vietnamese target company, an additional step is required. Upon completion of the offer, the foreign acquirer’s shares must be listed or registered for trading on a Vietnamese securities trading system.

The requirement for including financial statements in a public tender offer application depends on the type of offer.

Cash-Based Public Tender Offer

While not always mandatory, the SSC might request the foreign offering party’s financial statements during their review of the tender offer application. This helps them assess the financial capacity of the acquirer to complete the cash purchase.

Stock-for-Stock Public Tender Offer

Since stock-for-stock tender offers are considered public offers in Vietnam, the foreign offering party must register the offer and provide financial statements.

Financial statement requirements

• Annual statements – the offering party must submit their most recent annual financial statements, audited by an authorised auditing firm in their home country.
• Quarterly statements – the most recent quarterly financial statements are also required.
• Accounting standards – these financial statements do not need to comply with Vietnamese Accounting Standards (VAS). They can be prepared according to internationally recognised standards.

While the SSC does not require submitting the entire transaction agreement for a public tender offer, the application itself needs to disclose specific key terms and conditions, including the following.

• Transaction price – the specific price being offered for the target company’s shares or assets.
• Transaction purpose – a clear explanation of the rationale behind the tender offer.
• Payment method – whether the offer is for cash or involves an exchange of shares (stock-for-stock).
• Target company’s future plans – the intended business direction for the target company after the offer is completed.

By disclosing these essential details in the tender offer application, the SSC and target company shareholders have a clear understanding of the offer’s terms.

The Law on Enterprises outlines the core fiduciary duties of directors in Vietnam. These duties emphasise acting in the best interests of the company and its shareholders. In a business combination, this may translate to directors making decisions that maximise shareholder value, ensure the long-term sustainability of the company, and comply with all applicable laws and regulations.

Directors have a duty to provide full and fair disclosure of all material information concerning the business combination to the company’s shareholders. This information should allow shareholders to make informed decisions regarding the proposed transaction.

Directors must avoid conflicts of interest. They should not engage in any personal activities that could potentially harm the company or its shareholders. This is particularly important during business combinations where directors might have personal incentives that could influence their decisions.

It is not as common in Vietnam for boards of directors to establish special or ad hoc committees for business combinations. However, their use may be useful in larger or complex transactions. Here is a breakdown of the reasons for and against using special committees, as well as the role of conflicts of interest.

Reasons for Using Special Committees

• Enhanced expertise – special committees can be composed of independent directors with specific expertise in M&A transactions. This can provide valuable knowledge and guidance during the negotiation and decision-making process.
• Conflict of interest mitigation – if a significant number of directors have a potential conflict of interest related to the business combination, a special committee composed of independent directors can help ensure a more objective and fair evaluation of the transaction.
• Improved negotiation leverage – a dedicated committee with authority to negotiate can potentially streamline the process and improve the company’s bargaining position.

Reasons Why Special Committees Might Not Be Used As Often

• Smaller transactions – many business combinations in Vietnam might be smaller in scale, where the cost and complexity of establishing a special committee might not be justified.
• Board composition – if the board already has a strong representation of independent directors with relevant experience, forming a separate committee might be less necessary.
• Regulatory requirements – Vietnamese regulations do not explicitly mandate the use of special committees for business combinations.

Once the board receives a tender offer application from the bidder(s), Vietnamese regulations require them to disclose this information to the company’s shareholders within ten days. This disclosure should be accompanied by a written assessment and recommendation from the board itself.

The board’s assessment and recommendation typically focus on two key aspects.

• Fairness – whether the offer provides a fair value to the company’s shareholders compared to the current market price and other relevant factors.
• Shareholder’s impact – the potential impact of the tender offer on the company’s future prospects, employees, and other stakeholders.

In situations where the tender offer is considered “friendly” (meaning it is supported by the board), the offering entity or individual will typically engage in direct negotiations with the board. This allows for a more collaborative process and can help ensure the terms of the offer are mutually beneficial.

In Vietnamese business combinations and takeovers, directors typically rely on several forms of independent outside advice to make informed decisions. Here is a breakdown of the most common types.

• Legal counsel – engaging experienced M&A lawyers is crucial. They advise the board on legal aspects of the transaction, ensure compliance with regulations, and help navigate potential conflicts of interest.
• Financial advisers – financial advisers provide expertise in valuing the company and the target company (if applicable). They can also assist with the following.
1. Negotiation strategy – developing a negotiation strategy to maximise shareholder value.
2. Financial modelling – creating financial models to assess the financial implications of the transaction.
3. Fairness opinion (optional) – while not mandatory in Vietnam, some boards might request a fairness opinion from the financial adviser. This can be helpful for the board in making its recommendation and can also enhance transparency for shareholders.
• Tax advisers – tax advisers are essential for understanding the potential tax consequences of the transaction for both the company and its shareholders.