Selling a Business in Ho Chi Minh City: What You Need to Know
Ho Chi Minh City (HCMC) is Vietnam’s economic capital and the centre of the country’s M&A market. The city generates approximately 25% of Vietnam’s GDP, hosts the headquarters of most major Vietnamese corporates and the HCMC Stock Exchange (HoSE), and is the first port of call for international investors entering the Vietnamese market.
Vietnam’s M&A market recorded 367 transactions with total announced deal value of approximately US$8.7 billion in 2025 — up 26% year-on-year according to Grant Thornton Vietnam. The country’s structural growth story, young population (median age 32), and position as a principal beneficiary of supply chain diversification from China are drawing increasing acquirer attention from Japan, South Korea, the United States, and Europe.
Amafi advises mid-market business owners across Vietnam and Southeast Asia on sell-side transactions. “Vietnam’s buyer universe has internationalised rapidly,” says Daniel Bae, Founder and CEO of Amafi, who has advised on over US$30 billion in transactions globally. “Five years ago, most mid-market Vietnamese transactions involved domestic acquirers. Today, we regularly see Japanese corporates, Korean conglomerates, and Singapore-based PE funds competing for the same HCMC assets. That competition benefits sellers who run a structured process.”
This guide explains how M&A advisory works in Ho Chi Minh City, how businesses are valued, who the buyers are, and what the process looks like end to end.
Ho Chi Minh City’s Position in Vietnam’s M&A Market
HCMC accounts for the largest share of Vietnam’s M&A activity by both deal count and value. The city’s strategic advantages — port access via Cat Lai and SPCT, proximity to manufacturing clusters in Binh Duong and Dong Nai, a deep talent pool from Vietnam’s top universities, and the concentration of multinational corporate offices — make it the primary entry point for international acquirers.
The investment climate has improved materially following the 2025 Investment Law revisions and Decree 69/2025, which raised foreign ownership caps in certain regulated sectors. Vietnam’s anticipated FTSE Emerging Market upgrade in September 2026 is expected to trigger passive fund inflows into Vietnamese equities and stimulate secondary market activity that cascades into private M&A.
How Businesses Are Valued in Ho Chi Minh City
Vietnamese business valuations use EBITDA multiples as the primary framework for established businesses, with revenue multiples applied to high-growth digital and consumer platforms.
EBITDA Multiple Ranges by Sector
| Sector | EBITDA Multiple Range |
|---|---|
| Technology / digital services | 6-10x |
| Healthcare (hospitals, clinics, diagnostics) | 6-10x |
| Consumer / food and beverage | 5-8x |
| Manufacturing (export-oriented) | 4-8x |
| Education | 5-9x |
| Financial services / fintech | 5-9x |
| Logistics / supply chain | 3-6x |
| Retail | 3-6x |
Vietnam multiples are broadly comparable to Indonesia and 10-20% below Singapore for equivalent businesses, reflecting regulatory complexity for foreign buyers and lower capital market liquidity. High-growth businesses with defensible positions in healthcare, education, or technology frequently trade at the top of or above these ranges.
Revenue Multiple
High-growth consumer and digital businesses in HCMC — particularly those with sub-5% monthly churn, strong brand equity, or network effects — are frequently valued on revenue multiples rather than EBITDA. Premium consumer brands with national distribution and manufacturing-light business models have attracted 2-4x revenue multiples from strategic buyers.
Asset-Based Valuation
Manufacturing businesses with significant tangible assets — industrial land use rights, plant, and machinery — are sometimes valued on an asset-plus-EBITDA blended basis, particularly for buyers whose primary interest is capacity acquisition or real estate access.
Who Buys Businesses in Ho Chi Minh City
Vietnamese Conglomerates
Vingroup, Masan Group, Hoa Phat Group, REE Corporation, and Gelex are among the most active domestic acquirers. They move quickly on sectors aligned with their existing portfolio — consumer, real estate, infrastructure, technology — and can execute domestic transactions with fewer regulatory dependencies than foreign buyers.
Domestic Private Equity and Venture Capital
Vietnam-focused funds including VinaCapital, Dragon Capital, and Mekong Capital are established PE investors. The domestic VC ecosystem (Do Ventures, ThinkZone, Zone Startups Vietnam) provides earlier-stage capital. For mid-market businesses with proven economics, regional PE funds are increasingly the primary acquirer.
Regional PE Funds (Singapore-Based)
Most major ASEAN PE funds evaluate Vietnamese mid-market opportunities. KKR, Warburg Pincus, Temasek portfolio companies, and mid-market funds including Navis Capital, Clermont Group, and Clime Capital are active. They require strong management teams, auditable financials, and governance standards acceptable to international LPs — but pay premium prices for quality.
Japanese Corporate Buyers
Japanese corporates have been among the most consistent acquirers of Vietnamese businesses over the past decade, particularly in manufacturing, food and beverage, consumer goods, and healthcare. Major acquirers include Sumitomo Corporation, Mitsubishi Corporation, Toyota Tsusho, Aeon, Itochu, and dozens of mid-sized manufacturers seeking cost-efficient ASEAN production bases.
South Korean Corporate Buyers
Korean chaebols (Samsung, LG, SK Group, CJ Group, Lotte) and mid-sized Korean manufacturers are major investors in Vietnam’s manufacturing ecosystem. CJ Group has made numerous food and entertainment acquisitions in Vietnam. Samsung’s dominance in Vietnamese electronics manufacturing has attracted a supply chain ecosystem of Korean component makers who regularly acquire Vietnamese suppliers.
Western and Regional Strategic Buyers
US and European corporates seeking China+1 manufacturing exposure regularly look at HCMC-based businesses. Singapore, Thai, and Malaysian corporates view Vietnam as a natural expansion market and are active acquirers of Vietnamese consumer, healthcare, and distribution businesses.
The Sale Process in Ho Chi Minh City
Phase 1: Preparation (2-3 months)
Preparation requires audited financial statements (ideally Big 4 or reputable mid-tier firm), a complete legal and corporate structure review, and a management presentation addressing Vietnam-specific issues including land use rights documentation, charter capital structure, foreign ownership percentage, and any outstanding regulatory licences.
The information memorandum for a Vietnamese business should address regulatory approvals required for a change of control, the current foreign ownership ceiling for the industry, and any State-Owned Enterprise (SOE) or equitisation history if relevant.
Phase 2: Buyer Outreach and Indicative Offers (2-3 months)
The advisor prepares a target list of domestic and international buyers and distributes a blind teaser. Interested parties sign NDAs and receive the full information memorandum. Vietnam’s regulatory complexity means that buyer outreach requires careful management: international buyers need time to assess approval requirements before committing to a binding offer.
Phase 3: Due Diligence (3-5 months)
Due diligence for Vietnamese businesses is more intensive than Hong Kong or Singapore equivalents. Key areas include land use rights (LURs) — particularly whether rights were acquired through auction, administrative allocation, or transfer — tax compliance (Vietnam’s large cash economy means informal revenue may not be fully reflected in audited accounts), and foreign ownership cap compliance if the business has already had foreign investment.
Phase 4: Regulatory Approvals and Closing (2-4 months)
Key Vietnamese regulatory approvals:
- MPI/Department of Planning and Investment (DPI): Approval required for changes to foreign ownership percentage
- State Securities Commission (SSC): Required for transactions involving listed Vietnamese companies
- Sector regulators: OJK-equivalent approvals for banking and insurance; Ministry of Health for healthcare; Ministry of Education for education
- Competition Authority (VCCA): Mandatory notification for transactions meeting concentration thresholds under the 2018 Competition Law
How to Choose an M&A Advisor in Ho Chi Minh City
For mid-market businesses in HCMC (EBITDA US$1-20 million), the key selection criteria are:
- Vietnam-specific transaction track record — domestic and cross-border deals with verifiable completion
- Regulatory knowledge — understanding of foreign ownership caps, MPI approval process, land use rights, and tax structuring
- International buyer access — relationships with Japanese, Korean, Singaporean, and global strategic buyers
- Language and culture — Vietnamese language capability matters in domestic buyer negotiations
- Fee structure — success-only fees align your advisor’s incentives with yours
Amafi advises mid-market business owners across Vietnam and Southeast Asia with a 2% success fee capped at US$500,000 — no retainer, no monthly fees, no expense recharges. This is up to 80% less than traditional advisory firms. You pay nothing unless a deal completes.
What You Pay an M&A Advisor in Ho Chi Minh City
- International investment banks: 2.5-5% success fee with monthly retainer (US$30,000-100,000+)
- Regional boutiques: 2-4% success fee, sometimes with preparation fee
- Local advisory firms: 1.5-3% success fee, varying quality and buyer access
- Amafi: 2% capped at US$500,000, success only, no retainer
For a US$8 million transaction, the difference between a 3% fee from a traditional advisor (US$240,000 plus retainer) and Amafi’s 2% (US$160,000, no retainer) is approximately US$80,000-120,000 in the seller’s pocket.
Key Considerations for Selling a Ho Chi Minh City Business
Charter capital and ownership structure: Vietnamese companies are structured around charter capital. Ensure your charter capital, equity ownership percentages, and foreign ownership percentage are accurately registered with the relevant DPI before going to market. Discrepancies between registered capital and actual economic ownership are common and must be resolved before due diligence.
Land use rights: LURs are often the most complex element of Vietnamese business due diligence. Ensure all LURs are properly titled, the remaining tenure is understood, and there are no competing claims or encumbrances before approaching buyers.
Tax compliance: Vietnam’s hybrid formal/informal economy means that many mid-market businesses have informal revenue components. A clean, fully formalised financial record is essential to accessing international buyer valuations. Tax regularisation, if required, should be addressed 12-24 months before a planned sale.
Currency controls: Vietnam maintains capital controls on remittance of sale proceeds. Offshore deal structures — where a foreign holding company sells shares in the Vietnamese operating entity — are common to facilitate offshore receipt of proceeds. Take specialist tax and legal advice on structure before starting the sale process.
For a confidential valuation discussion, contact Amafi.
About the Author
Daniel Bae
Co-founder & CEO, Lyndon Advisory
Daniel is an investment banker with 15+ years of experience in M&A, having advised on deals worth over US$30 billion. His career spans Citi, Moelis, Nomura, and ANZ across London, Hong Kong, and Sydney. He holds a combined Commerce/Law degree from the University of New South Wales. Daniel founded Lyndon Advisory to solve the pain points in M&A, enabling bankers to focus on what matters most — delivering trusted advice to clients.
About Lyndon Advisory
Lyndon Advisory is an M&A advisory firm built for Asia Pacific. We help business owners sell their companies and investors make strategic acquisitions with senior-led execution, disciplined process management, and AI-supported buyer intelligence.
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