Clear M&A potential in Vietnam clouded by legal gray areas: ONE-VALUE exec

Vietnam's mergers and acquisitions (M&A) market has been vibrant in recent years but some legal gray areas that dishearten foreign investors, Japanese included, have prevented its full exploitation.

Phi Hoa, founder and CEO of ONE-VALUE, an investment strategy consulting firm specializing in M&A matchmaking in Vietnamese and Japanese markets, talks to The Investor about the market's hidden corners and prospects.

What are some typical matchmaking successes that ONE-VALUE has had in Vietnam recently?

In 2018, I founded ONE-VALUE INC. to create unique and different values for customers. The name "ONE-VALUE" implies uniqueness and expresses our goal: to provide unique values that cannot be found anywhere else. In Japan, I often share a simple yet profound motto: “Make things possible.” Once customers have chosen us, we will not let them down.

Our main business is to provide strategic, business, and investment consulting services to Japanese and Vietnamese companies. We also provide investment, M&A consulting services to companies in both countries.

ONE-VALUE supports Japanese businesses when they want to penetrate the Vietnamese market. We help them conduct market research and build appropriate business strategies, including practical sales approaches. Typical customers such as SoftBank, Sumitomo Forestry, Saizeriya, etc. have chosen ONE-VALUE as a consulting partner.

Among the many projects that ONE-VALUE has collaborated and consulted on are familiar to Vietnamese consumers, like Aeon Mall. With Aeon Mall, we are investigating and building a design strategy for their future shopping malls. Aeon plans to develop some 30 shopping malls in Vietnam and they want to have more innovative ideas for the upcoming shopping centers. Currently, we are conducting market research to propose new ideas for Aeon to attract Vietnamese customers in 10 years.

With our M&A consultancy services, we act as a bridge, supporting Japanese companies in finding and acquiring suitable Vietnamese partners for mutual development.

We are now handling around 105 M&A deals at various stages, from initial connection, due diligence, contract signing, valuation to acquisition and announcement. Some deals have been completed, but not all have been made public, as many partners do not want to disclose information.

One of the deals we can share is between Aeon Entertainment and Beta Cinema, with the value of the deal reaching VND5,000 billion ($198.2 million), to develop a cinema system. This is one of the most prominent deals in the consumer sector this year.

We have been involved in deals in many other sectors. A notable example is the wedding service industry, where we recently announced a multi-million-dollar investment deal between a Japanese company with nearly $1 billion in revenue and a Vietnamese wedding planning business.

Besides, we have also made many other deals related to real estate, energy, and healthcare, but most have yet to be publicly announced.

ONE-VALUE currently has approximately 6,800 businesses in its network, of which more than 100 are actively seeking opportunities and preparing to invest in Vietnam. In the future, we hope to continue contributing as a leading presence in the M&A industry, supporting more Vietnamese businesses in successfully expanding through M&A opportunities in Japan.

As a matchmaker, how do you evaluate the M&A appetite of Japanese businesses in Vietnam? What are the fields that Japanese enterprises are interested in?

As I said earlier, we are currently working with about 105 Japanese enterprises that intend to invest in Vietnam. These enterprises are mainly interested in the industries of Vietnam’s strengths and areas with strong potential for future development.

Vietnam’s promising sectors include education and healthcare, which are driven by large and growing consumer demand. With a population of 100 million and rapidly growing per capita income, Vietnam is an attractive market for these sectors. Spending on healthcare and education in Vietnam is also higher than in many other countries in the region. Meanwhile, in Japan, both sectors are in decline due to a shrinking population and tightening consumer spending.

Energy is another sector that Japanese investors are particularly interested in. Vietnam created a big boost for the renewable energy market by applying a preferential feed-in tariff (FiT) scheme. Although the FiT incentive has ended, investors' interest has not decreased. Instead, they are shifting to potential niche segments like wind power, biomass power, solar power and hydropower.

Vietnam still has to import significant electricity to meet domestic demand. This is an excellent opportunity for foreign investors, including Japanese enterprises, to enter the market and sign power purchase agreements (PPAs) with Vietnam Electricity (EVN).

Warehousing and transportation, especially cold chain logistics, are also attracting a lot of attention. No matter how technology develops, the warehousing and logistics industry is irreplaceable, especially when e-commerce is booming.

With the increase in consumption and demand for fresh food, cold transportation has become an important segment. Japanese companies have many strengths in technology and high standards in this field, and they are looking for partners in Vietnam to expand their operations.

Food & beverage is yet another enticing sector. With increasing income, Vietnamese people tend to spend more on food and drinks. Japanese food companies are looking to enter the Vietnamese market by opening their own distribution channels or acquiring local distribution businesses to penetrate the market quickly.

In general, Japanese investors consider Vietnam a very potential market where they can provide products and services to meet increasing consumer demand.

Besides meeting consumer demand, Japanese investors are paying considerable attention to the information technology (IT) industry. Vietnam not only develops IT solutions for the domestic market, but has also become an outsourcing hub for many countries. This field holds great potential to continue to attract large investments from Japan in the future.

You’ve mentioned the potential of pharmaceutical and healthcare industries. Many Japanese pharmaceutical companies have already bought shares of Vietnamese counterparts. Can we expect more deals?

In the pharmaceutical sector, I see that Vietnam is opening up to foreign companies producing drugs in the country. However, they are still not allowed to participate in distribution. This is a big obstacle because there cannot be a complete supply chain without distribution.

I think the government should consider allowing foreign companies to join the distribution phase, but with some limitations. In my opinion, 51% for Vietnamese companies and 49% for foreign companies is a reasonable ratio, enough to promote the pharmaceutical industry, but still ensure domestic companies retain control.

It is also necessary to consider relaxing the foreign ownership limit in public pharmaceutical companies beyond 50% in order to attract more foreign capital. I expect authorities to shorten the approval time for raising the ownership limit in the coming time.

We have seen that many Japanese enterprises are particularly interested in purchasing shares of pharmaceutical companies in Vietnam. However, cumbersome procedures and a time-consuming process can become barriers, reducing opportunities for cooperation and investment between the two sides.

Vietnam is a potential consumer market where demand for medicines and functional foods is increasing. As living standards improve, there is an increase in diseases related to lifestyle habits. Many foreign companies want to enter Vietnam to produce and supply health-related products. If they invest, the Vietnamese pharmaceutical industry will improve in terms of production and technical standards, bringing many benefits to consumers with international quality products at more affordable prices.

I believe that Vietnam has the potential to become a leading pharmaceutical hub in Southeast Asia. Vietnamese people are highly regarded for their research capacity and diligence. Therefore, encouraging foreign enterprises to invest in research, production and distribution in Vietnam will not only help develop the domestic pharmaceutical industry but also create a springboard for expansion to other markets in the region.

When foreign enterprises produce in Vietnam, costs will be significantly reduced if they are licensed and patented easily. To create better conditions for investors, I suggest the government build clear and specific mechanisms for this process, removing some vague regulations that sometimes cause us difficulties in consulting and preparing documents for customers.

Specifically, licensing sometimes depends heavily on the decision of the head of the competent authority, while the standards are not clearly detailed. This inadvertently creates gray areas that make investors hesitant.

I have found that the pharmaceutical and education sectors are the two sectors with the most gray areas. One of our clients, which operates a chain of dental clinics, has encountered some challenges in securing a license in Vietnam over the past two-three years. To comply with registration requirements, they temporarily rented premises for their registration address. Although they currently cannot operate the clinic without the license, they are managing the rental costs during this period.

The client expressed that if they are unable to complete the licensing process this year, they may consider exploring opportunities in other markets, which shows their adaptability and willingness to pursue new avenues.

The Vietnamese government is focusing on attracting investments in high technology, including semiconductors, artificial intelligence (AI), and data centers. How do you assess Japanese interest in these areas?

There are two areas that are closely related to ONE-VALUE's operations: semiconductors and data centers. Recently, in an interview with Japan's Nikkei, I emphasized that Vietnam and Japan have the potential for deep cooperation in the semiconductor sector, especially in human resource training. Japan lacks highly qualified personnel in this industry. Meanwhile, with their existing capacity and potential, Vietnamese people can absolutely become a quality human resource serving both Vietnamese and Japanese enterprises.

The big problem is that we lack specialized training facilities. A few weeks ago, I met with the Japan International Cooperation Agency (JICA) to propose a technical cooperation program under which JICA can provide ODA funding to establish a semiconductor training center in Vietnam. This would be an important step to help deal with the workforce shortage. JICA has accepted this proposal and is planning to coordinate with the Vietnamese Ministry of Foreign Affairs to implement the project next year.

Data centers are also attracting a lot of attention. Vietnam has many businesses developing in the IT industry, and is also an investment destination for multinational corporations such as Google and Apple. To support these activities, data centers have become an indispensable factor. Some Japanese enterprises have expressed their desire to invest in data centers in Vietnam, including investing in power generation for data centers, because these facilities consume a lot of electricity.

However, one of the difficulties we face is the lack of clarity on the mechanisms and processes that allow foreign investors to establish and operate data centers in Vietnam. This is an important issue that needs to be clarified, as investors want to see transparency and consistency in regulations.

We hope that, with the great potential of the Vietnamese market and interest from Japanese businesses, these barriers will soon be removed to promote cooperation between the two countries.

Many big companies like Google and Oracle have invested in data centers and cloud services in countries in the region such as Thailand, Malaysia and Indonesia, but not in Vietnam. Why do you think this has happened?

I believe that the main reasons for large corporations choosing to invest in data centers and cloud services in Thailand, Malaysia and Indonesia instead of Vietnam are concerns about power supply and the lack of clarity in Vietnam’s investment mechanism.

Currently, the regulations do not clearly state whether foreign enterprises investing in data centers are entitled to incentives or what procedures need to be followed. This creates uncertainty for investors.

At least two Japanese companies have told us they are interested in investing in data centers in Vietnam. However, they also have concerns about power supply. Data centers consume a huge amount of electricity and require a stable power source with no failures.

To meet this demand, the Direct Power Purchase Agreement (DPPA) model needs to be effectively implemented. The DPPA allows data centers to purchase electricity directly from renewable energy producers instead of going through EVN. When investors see transparency and consistency in policies, as well as a commitment to stable power supply, I believe that Vietnam will become a more attractive destination in the region for large tech firms.