M&A 2022 landscape, outlook for 2023

KPMG Vietnam partner Nguyen Cong Ai provides an insight into Vietnam’s merger and acquisition (M&A) market in 2022 and outlook for 2023.

Although M&A transactions in Vietnam fell in 2022 compared with 2021, opportunities are expected to remain abundant in 2023, despite concerns about prolonged difficulties in the global economy and geopolitical uncertainties.

The stability of Vietnam's economy is primarily based on the government's Covid-19 preparedness measures, along with efforts to stimulate economic growth and attract foreign investment, coupled with the stability of domestic consumption and demand. These factors triggered an increase in M&A deals in 2021.

2022 landscape

In 2022, M&A market participants tended to spend more cautiously, partly due to geopolitical concerns, risks of high inflation and rising interest rates worldwide. They had clear influences on cross-border transactions.

The year saw a downtrend with more strategic investments, rather than financial investors, who were looking for deals able to bring both synergistic values and a high level of return to compensate for the increased risks.

In the first 10 months of 2022, the total value of M&A deals in Vietnam reached $5.7 billion, down 35% year-on-year, while the number of transactions decreased to under 350, a 50% drop compared to the total of nearly 700 transactions in 2021.

Last year also witnessed a decrease in the average transaction value, falling from $31.1 million in 2021 to $16.5 million in the first 10 months of 2022. The number of megadeals (more than $100 million each) signed in the first 10 months fell to 13 compared to 22 deals in the same period the previous year.

The real estate sector continued to be attractive to investors due to increased demand for office and industrial real estate. The consumer goods sector saw a recovery in consumer confidence and increased spending after the pandemic.

Vietnam's economy in 2022 was driven by three major trends. One of them was the growing middle class, along with rapid urbanization. They were looking for better products and services, faster delivery, and more convenient payment options, leading to the rapid development of e-commerce, retail chains, restaurants, coffee shops, and convenience stores.

The second trend was the shift to renewable energy and sustainable development, which attracted significant domestic and foreign interest in clean energy and utility services.

The third was the widespread development of the digitization process across the entire economy, especially in finance and banking, retail and logistics.

However, M&As in finance and banking slowed in the first 10 months of 2022, but are expected to bounce back in 2023 and beyond with big deals in progress.

In the M&A market, the largest deal in 2022 - valued at $523.4 million - was the acquisition of Capital Place, a Grade A office building located in the heart of Hanoi.

Also in the real estate sector, Novaland received a $250 million investment led by global giant investor Warburg Pincus.

Recently, the Spain-based energy giant EDPR signed a contract with Xuan Thien Group to acquire two solar power projects in Ninh Thuan province with a total capacity of 200MW for $284 million.

Sherpa Co., Ltd. - a Masan Group subsidiary, acquired a 65% stake in the tea and coffee chain Phuc Long for $260.6 million.

Also in the food sector, Seletar Investments, Seatown Private Capital Master Fund, and Periwinkle from Singapore acquired a 36% stake in Vietnamese food chain operator Golden Gate for about $234 million. Seatown is an investment fund under Seatown Holdings in Singapore, a member of Temasek.

The year welcomed a significant increase in both the number and value of M&A transactions in the power sector. In the first 10 months of 2022, transaction value in the industry increased five times compared to 2021 to $676 million.

The reason for this was that Vietnam’s government promoted renewable energy and sustainable development.

Another notable point was that Vietnamese majors like Vingroup, Vinamilk, and Novaland have increasingly played a more active role in M&A activities. Previously, foreign investors were dominant, especially ones from Thailand, Singapore, Japan, and South Korea.

In the first 10 months, domestic investors accounted for the largest share of the M&A market, followed by Singapore, the U.S., South Korea, and Spain.

Outlook for 2023

Opportunities are forecast for 2023 despite many concerns about economic instability at home and abroad.

Vietnam’s 2022 GDP growth exceeded 8%. The economy is forecast to slow down to around 6-6.5% in 2023 and beyond, but Vietnam is still a rising star in the global market, as the majority of other economies are projected to post slow or even negative growth.

Some of the prominent factors are:

- In finance and banking, there will be a number of potential large deals that may change the M&A landscape if signed in 2023.

- With the government's efforts to restructure state-owned enterprises, there may be some deals to divest state capital from major enterprises, bringing new vitality to the M&A market.

- Major trends that are still dominating Vietnam's economy such as "Go Green" and "Growing Middle Class" and "Digitalization". They will bring opportunities to the fields of energy and utilities, retail, Fintech, Healthtech, and Edutech.

A recent survey conducted by KPMG with clients helps to better understand investor sentiment towards M&A activities in 2023 and beyond.

According to most surveyed respondents, inflation and high interest rates will be two of the biggest challenges in 2023. KPMG clients predicted that corporate valuation will decrease in 2023, thereby increasing the attractiveness of the market.

Many respondents believed that the economic downturn and undervaluation will create attractive opportunities, resulting in better-than-average deals for both buyers and sellers.

Most respondents believe the number of M&A transactions in 2023 will either be similar to that in 2022 or higher. Unfavorable market conditions will force investors to be more cautious with valuation criteria. The rise of the ESG (environment, society, governance) trend shows that this will be an irreversible trend in M&As.