Based on aggregated data regarding M&A activities in the market, April 2026 recorded a significant increase in the frequency and volume of announced transactions. However, evaluating solely based on the number of transactions can lead to a skewed perception of the actual nature of capital flows. In depth analysis of the legal and financial structures reveals that the high level of market activity does not entirely stem from mergers and acquisitions in the traditional sense, but runs parallel with a series of capital restructuring activities. The market is shifting its strategic focus from corporate takeovers to consolidating internal financial foundations.
1. Market Overview: What are the highlights of transaction activities in April 2026 ?
1.1. Highlight 1: Transactions heavily concentrated in Real Estate and Financial sectors
Statistical data shows a high concentration of capital flows into the real estate sector and the financial group, including commercial banking systems, securities companies, and financial service providers. These are two sectors with massive capital requirements that are facing pressure to improve asset quality on their balance sheets, leading to a series of transactions characterized by debt restructuring and ownership structure changes. This dominance can easily create a data illusion of a booming takeover market.
1.2. Highlight 2: Two parallel streams of transaction activities
Based on implementation structure, transactions in April 2026 are classified into two independent and parallel streams in the market:
- Mergers and acquisitions activities in the narrow sense: Including transactions aimed at acquiring legal entity status, taking over a controlling voting stake, or merging and consolidating businesses.
- Capital restructuring activities via financial markets: Including activities such as charter capital increases, changes in shareholder structures, debt restructuring, private placements of shares, corporate bond issuances, debt to equity swaps, and divestments or secondary share transfers aimed solely at improving liquidity.
2. Why does not a high total number of transactions mean a boom in traditional M&A ?
The system recording a very high total volume of transactions does not mean that corporate takeover activity is experiencing a sudden growth cycle. The fundamental reason is that a large proportion of reported transactions feature capital raising operations rather than changes in current corporate control.
2.1. Legal and financial nature of capital restructuring transactions
Key financial events mainly include private placements of shares to professional investors, issuances of bonus shares or Employee Stock Ownership Plans, corporate bond issuances, and secondary market share transfers. These activities sharply increase the number of financial events announced in the mass media, but the underlying motive revolves entirely around consolidating internal capital structures. Businesses are taking advantage of a market showing signs of recovery to reinforce their capital buffers, preparing financial resources to settle maturing debts or inject capital directly into subsidiary networks facing cash flow difficulties.
2.2. Differences in risk and legal due diligence processes
The execution motives, associated risk levels, and legal due diligence methods of these transactions are completely different from pure takeover transactions. In a controlling takeover, the buyer must conduct detailed due diligence on all debt obligations, potential tax liabilities, labor disputes, and legal risks of the target enterprise. Conversely, for bond issuances or private share placements, the focus of legal due diligence is usually directed at the feasibility of project cash flows, medium term debt repayment capacity, the legality of collateral, and compliance with statutory securities issuance procedures. These different risk approaches lead to entirely different transaction contract structures.
2.3. Legal framework governing capital restructuring activities as of May 2026
Capital restructuring and mobilization activities are governed by a system of new legal documents. For private share placements and bond issuances, the Law amending and supplementing a number of articles of the Law on Enterprises under Law Number 76/2025/QH15 strictly prescribes safety limits. Accordingly, a non public enterprise issuing private bonds must meet the prerequisite condition that total liabilities must not exceed 5 times its equity based on the latest financial statements. This regulation is mandatory starting from July 1 2025 to strengthen financial capacity and prevent excessive financial leverage, excluding credit institutions, state owned enterprises, and real estate project companies. The Government is also preparing to issue Decree Number 85/2026/ND CP to transparentize the private corporate bond market, completely replacing the old decree system.
Regarding tax obligations for capital transfer transactions, the 2025 Law on Corporate Income Tax prescribes a 20 percent tax rate for income from capital transfers under the progressive tax schedule. Concurrently, the Government has issued Decree Number 20/2026/ND CP providing a full corporate income tax exemption for income arising from capital transfers into innovative startups to promote the national innovation ecosystem. For individual securities investors, the Law on Personal Income Tax under Law Number 109/2025/QH15 maintains a tax rate of 0.1 percent on the transaction value of listed stock transfers.
3. Most common sector: Why does Real Estate lead ?
The overwhelming number of transactions in the real estate sector perfectly aligns with the macroeconomic context as the entire industry enters an extremely profound balance sheet restructuring phase following fluctuations and severe liquidity pressures. The density of these deals reflects the self driven efforts of developers to survive in the new environment.
3.1. Capital increase and source restructuring activities
Enterprises proactively generate transactions by issuing additional shares to existing shareholders, conducting private placements to professional investors, issuing new secured corporate bonds, or swapping shares for debt to improve financial leverage indicators and operating cash flows. This activity generates a massive amount of transaction data in reporting systems.
3.2. Restructuring the investment project portfolio
The portfolio restructuring strategy involves applying the principle of prioritizing the allocation of limited financial resources to projects with transparent legal statuses and feasible implementation schedules. Simultaneously, enterprises proactively reduce capital proportion and halt implementation at delayed, underperforming projects, or those with prolonged legal hurdles.
3.3. Seeking strategic partners and project cooperation
Many businesses opt to seek strategic partners to sign investment cooperation contracts. This cooperation helps share the initial equity burden, supplements construction management capabilities, and diversifies market price fluctuation risks, thereby helping projects achieve a well resourced state for on schedule implementation.
3.4. Asset portfolio clean up process
The asset portfolio clean up process directly involves large conglomerates transferring component projects, divesting from underperforming subsidiaries, or liquidating projects that no longer align with their strategic orientation. Recovered cash flows are reallocated to priority key projects.
3.5. Buyer perspectives on secured asset transactions
From the perspective of acquiring investors or credit institutions providing capital in this restructuring phase, risk appetite is extremely selective. Buyers prioritize capital allocation to transactions with existing collateral, highly reliable projected future cash flows, transparent legal statuses, or asset transfer valuations with deep enough discounts to compensate for all associated risks.
3.6. Project transfer conditions under the 2023 Law on Real Estate Business
Project transfer activities in 2026 must strictly comply with the regulatory framework of the 2023 Law on Real Estate Business. According to Articles 39 and 40, a real estate project can be transferred when the investment policy has been approved by a competent state agency, detailed construction planning has been approved, and land clearance compensation has been completed. In particular, the transferring developer must fulfill all financial obligations regarding land to the State. However, a breakthrough legal point is that current laws do not force developers to possess land use right certificates for the entire project or the transferred portion at the time of transaction execution, as long as financial obligations are completed, significantly boosting liquidity for the real estate transaction market.
3.7. Typical capital mobilization transactions in the real estate sector
April 2026 witnessed a series of massive transactions clearly illustrating the capitalization trend in real estate. Vinhomes JSC successfully issued 60,000 bonds coded VHM12601, raising 6,000 billion VND to restructure internal debts. Concurrently, Hai Phong city authorities approved Vingroup to mobilize up to 36,000 billion VND via investment cooperation formats to develop a mega complex urban project on Vu Yen Island.
No Va Land Investment Group Corporation issued over 2.4 million shares to swap debt obligations for 15 international bond lots. This enterprise also announced a large scale private share placement plan to mobilize up to 8,000 billion VND for business operations. Around the same time, Diamond Properties, an organization related to the leadership, divested shares, earning billions of VND. Phat Dat Real Estate Development JSC completed the mobilization of 5,600 billion VND through two bond lots secured by property rights arising from a business cooperation contract. Phat Dat is also preparing a rights offering for existing shareholders to raise nearly 1,996 billion VND.
Saigon VRG Real Estate Investment JSC proposed a rights issue to raise 2,000 billion VND focusing on developing the Dragon Riverside City project in central Ho Chi Minh City. SJ Group approved a plan to issue 200 million shares to existing shareholders at a deeply discounted price to raise 2,000 billion VND to finance the Van La housing project in Hanoi. Khai Hoan Land Real Estate JSC announced a private placement plan to raise 800 billion VND for wholesale acquisitions of products at the Hiep Phuoc urban area project and the Thuan Giao high rise apartment project. Van Phu Invest Investment JSC approved a 150 billion VND bond issuance plan directly secured by shares owned by the Chairman.
Hai Phat Invest JSC announced a private placement plan to raise 1,500 billion VND, allocating capital to settle maturing bond debts and finance urban area projects in Lang Son. TTC Land proposed issuing 185 million shares to swap for shares of Thanh Thanh Nam JSC to consolidate management rights of a central office building. Ho Chi Minh City Foreign Trade and Investment Development JSC planned a rights issue to raise 2,227 billion VND to fund the Can Gio and Dong Anh projects. In the hospitality sector, Vinpearl JSC plans to issue 100 million dividend preferred shares to raise 8,000 billion VND for upgrading its service chain. Simultaneously, Vinpearl completed the transfer of 5.2 million Vingroup shares, while foreign investors also recorded net purchases of Vinpearl shares via put through transactions on the stock exchange valued at up to 3,921 billion VND. All these transactions are aimed at consolidating operating cash flows rather than changing external corporate control.
4. Pure M&A Activities in April 2026: Market Breakdown Analysis
When removing transactions purely characterized by capital restructuring and mobilization, the market landscape reflects the pragmatism and highly cautious strategies of institutional investors.
4.1. Preference for small to medium sized transactions
Current investors place top priority on takeover transactions with small to medium asset valuations. These deals come with the ability to be completed in a short timeframe, have clear legal structures, and are less hindered by complex antitrust procedures, minimizing the risk of deal collapse during the final due diligence stage.
4.2. Prioritizing targets with proven operational capacity and defined cash flows
Takeover risk appetite is heavily focused on target organizations with proven operational efficiency and the ability to generate clear positive cash flows verifiable through historical financial data. Priority acquisition sectors include product distribution chains, business services, asset management services, medical distribution services, and sectors with stable recurring revenue traits.
4.3. Partial integration takeover trend
The strategy of acquiring and integrating small puzzle pieces is gradually gaining absolute dominance over massive comprehensive takeovers. Acquiring and merging smaller companies helps strategic investors expand market share sequentially, optimize operational management costs, and minimize human system conflict risks during post merger corporate culture integration.
4.4. Typical corporate takeover transactions
Several typical controlling takeover transactions in April 2026 clearly illustrate this conservative strategy. Dawn Medical Technologies acquired a controlling stake in medical device company Pinnacle Health Equipment. This deal marks a direct entry into the medical device distribution market in Vietnam, instantly leveraging an existing distribution network. Singapore based Ascentium completed the acquisition of consulting firm Dezan Shira and Associates, thereby consolidating corporate establishment, accounting, and human resources consulting services in the domestic market.
In the infrastructure and industrial real estate sector, Vinaconex Group and An Quy Hung Holding coordinated to acquire a total of approximately 48 percent of shares in Thuong Dinh Footwear JSC. The motive for this deal centers on controlling prime land to develop a commercial real estate project through a massive 2,160 billion VND capital increase plan. Simultaneously, Vinaconex registered to divest a large stake in subsidiary Viwaseen to harvest free cash flow, while approving a decision to acquire 18 percent of shares in the Aegis Medical International Hospital project from internal shareholders.
In the securities and financial services segment, DSC Securities JSC actively accumulated a large volume of shares on the market to increase its ownership in Vietnam Medicinal Materials JSC to 13.9 percent. In the pharmaceutical industry, Lian SGP Holding announced a public tender offer to take over the entirety of Imexpharm Pharmaceutical JSC. This takeover move led to a series of major investment funds simultaneously registering to divest their entire stakes to realize investment profits. Cuong Phat Construction and Trading JSC continuously executed put through transactions to rapidly secure 10.6 percent of the charter capital of Hanoi Toserco. Finally, Gemadept JSC completed the divestment of its entire 26.56 percent capital contribution in Food Union JSC to definitive liquidate non core investments.
5. Why do Real Estate and Finance continue to play a central role ?
5.1. Real Estate sector: Capitalization transactions dominate over pure takeovers
In a market context maintaining numerous volatility risks, real estate businesses prioritize utilizing share rights issues, private placements, and secured corporate bond issuances to reinforce capital. Concurrently, they execute independent project asset transfers or divest from unsuitable subsidiaries. The high volume of announced transactions perfectly reflects a profound restructuring process related to capitalization rather than a wave of takeovers changing ownership to external developers.
5.2. Finance, Banking, Securities sector: Reorienting to increase capital and reorganize ownership structures
The financial services group continuously maintains an extremely large transaction volume through ownership shifts among major shareholders, high ratio bonus share issuances, private placements, and medium to long term bond issuances. Additionally, opportunities to consolidate financial technology platforms or acquire fund management companies have begun to emerge as stock market conditions permit.
5.3. Legal framework governing operations of credit institutions
The driving force behind the restructuring of the banking sector ownership structure stems from the strict compliance requirements of the 2024 Law on Credit Institutions. The Law sets stringent ownership limits where an institutional shareholder is not allowed to own more than 10 percent of a credit institution charter capital. Furthermore, the total ownership of a shareholder combined with related persons is capped at a maximum of 15 percent. Concurrently, shareholders owning from 1 percent of the charter capital must fulfill the obligation of providing detailed information about their identity and a list of related persons to the executive board for broad public disclosure. These strict regulations force financial institutions and investment funds to continuously execute cross divestments and rearrange their investment portfolios on trading floors.
5.4. Transactions altering ownership structures in the financial sector
The financial market recorded rapid fluctuations in capital structures. Asia Commercial Bank announced a massive private bond issuance plan of up to 20,000 billion VND, while recording an increase in Au Lac Group ownership to over 5 percent of charter capital. Military Commercial Joint Stock Bank approved a plan to issue 20,000 billion VND in Tier 2 capital bonds and execute early buybacks of 200 billion VND in old debts. LPBank completed a public bond offering, raising over 1,017 billion VND.
Vietnam Maritime Commercial Joint Stock Bank is promoting a roadmap to directly acquire a fund management company, while witnessing Northern Vietnam Maritime Safety Corporation continuously registering to divest its remaining capital contribution. Vietbank made a decision to increase its charter capital to over 15,500 billion VND through three issuance phases to meet the conditions for transferring its listing to the Ho Chi Minh City Stock Exchange.
Among securities companies, Vietcap Securities completed a bonus share issuance worth nearly 2,975 billion VND. Foreign investment fund PYN Elite Fund continuously executed put through purchases to raise its ownership in Saigon Hanoi Securities to 7.82 percent. Thanh Cong Securities completed the transfer of 100 percent of its capital contribution in fund management company TCAM to its parent company SGI Holdings at a value of 196 billion VND.
Techcom Securities deployed a plan for the early redemption of 1,000 billion VND in outstanding bonds and announced a new issuance roadmap of up to 5,000 billion VND. Bao Minh Securities officially submitted its listing application to HOSE and presented a rights issue plan to mobilize over 1,020 billion VND. An Binh Securities approved a private placement plan of 200 million shares to institutional investors. Asset management group T Corp executed market purchases to raise its controlling stake in T Cap Securities to 72.78 percent. This entire chain of transactions reflects the fierce capitalization arms race occurring in the financial industry.
6. Forecast of Capital Market Trends from May to July 2026
Based on detailed statistical datasets, capital flows in the second quarter and early third quarter of 2026 are projected to operate under the following specific scenarios:
6.1. Trend 1: The Real Estate sector continues to maintain high transaction volumes tied to restructuring goals
Capital mobilization activities via stocks, secured bond issuances, and component project transfers will continue to hold a dominant proportion. Opportunistic transactions seeking cheap assets will appear more frequently than hot growth trends chasing incomplete land banks. Acquiring strategic investors will conduct extremely stringent legal due diligence on planning documents, land use right origins, and proof of completed financial obligations before establishing actual disbursement conditions.
6.2. Trend 2: The Financial sector continues to execute numerous capital mobilization transactions
Charter capital increase activities, Tier 2 capital bond issuances, and continuous ownership shifts by major shareholder groups will occur frequently to ensure compliance with new statutory safety limits. This sector is likely to maintain a stable supply of transactions, including the formation of service ecosystem consolidation deals if macroeconomic conditions prove favorable.
6.3. Trend 3: Surge in Foreign Direct Investment in industrials, energy, and data centers
The market will witness a massive boom in mega projects related to the manufacturing supply chain, gas to power infrastructure, and artificial intelligence data centers guided by national infrastructure policies.
Typically, Foxconn continues to inject an additional 345.32 million USD into its Fushan Technology and Fulian Precision plants. Posco Future M announced a 282 million USD investment to build an artificial graphite anode materials plant for electric vehicle batteries in Thai Nguyen. SK Group signed an agreement to develop a data center integrated with the 2 billion USD Quynh Lap power project in Nghe An. Amkor Technology is considering expanding its semiconductor testing complex to 1.6 billion USD in Bac Ninh. Tech firm Meiko decided to invest 50 million USD in a printed circuit board plant in Phu Tho.
In heavy industry and transport infrastructure, the Trung Nam Consortium signed an investment contract for the Ca Na power plant project with a total investment of up to 2.18 billion USD. Hoa Phat Group initiated a 10,000 billion VND investment plan to build a high speed steel rail plant in Dung Quat and inaugurated a 75.6 million USD steel pipe plant in Tay Ninh. GS E and C and FPT signed an agreement to develop data centers and smart cities. Saigon Telecommunication and Technologies Corporation launched domestic servers and signed multiple high tech cooperation agreements with South Korean partners. Hyundai Rotem signed a 360 million USD contract with THACO Group to supply a driverless train system for Ho Chi Minh City Metro Line 2. THACO itself was assigned to prepare a pre feasibility study for the Da Nang urban railway project with an estimated total investment of 10.1 billion USD. The Becamex IDC and THACO consortium proposed a 124,000 billion VND railway project connecting Ho Chi Minh City and Binh Duong.
Sun Group submitted a proposal to build a central administrative hub on the Thu Thiem peninsula under a Build Transfer contract with an estimated value of nearly 30,000 billion VND. Vietnam Maritime Corporation participated in a 280 million USD capital contribution to the Can Gio international transshipment port project. Vietjet Air signed a lease contract for 10 commercial jet aircraft from Chinese financial institution SPDB Financial Leasing. Jadestone Energy signed a long term gas sales agreement with PV Gas to exploit the Nam Du and U Minh gas fields. AG and P LNG agreed to acquire the entire Cai Mep terminal project.
In the consumer goods and biomass energy sectors, Quang Ngai Sugar JSC announced a 3,717 billion VND disbursement to expand its bio ethanol and biomass power plants. Hoang Anh Gia Lai JSC issued 2,000 billion VND in bonds with a payment guarantee to expand durian and coffee plantations. The Swiss Asia Partner and Prodezi Long An joint venture is implementing a 100 million USD dairy plant project in Tay Ninh. PVChem mobilized 788 billion VND to pivot toward renewable energy industrial manufacturing. Vietnam National Petroleum Group also announced a major divestment plan in Petrolimex Petrochemical, while the shareholder structure at Masan High Tech Materials continually recorded strategic divestments.
6.4. Trend 4: Traditional takeover activities increase slightly and disperse across specialized segments
Narrowly defined takeover transactions will maintain stable growth, but cash flows will be widely distributed across niche sectors such as corporate governance services, healthcare distribution, or asset management operations. Integrated takeover strategies with mid range financial scale aimed at controlling systemic risks will continue to be strongly prioritized by strategic investors in 2026.
7. Conclusion: Key Criteria to Monitor After the April 2026 Transaction Cycle
7.1. Summary of Market Structure
The transaction landscape in April 2026 can be summarized through three core aspects. First, the real estate sector holds the absolute lead in transaction volume, but the nature of these agreements is deeply concentrated on capitalization and debt restructuring activities. Second, issuance operations in the capital market are the primary drivers creating the perception of vibrancy in the media. Third, pure takeover activities aimed at controlling executive rights are still occurring very selectively, targeting moderate scales and prioritizing certainty regarding the ability to create direct economic value post merger.
7.2. Legal and Financial Checklist
During the disbursement decision making process from May to July 2026, market participants need to establish and closely monitor the following assessment indicators:
- For the real estate sector: Carefully review the completion progress of project legal dossiers, particularly evidence of fulfilled land related financial obligations to the State in transfer transactions, and establish actual disbursement conditions tied to legal progress.
- For capital mobilization activities: Require independent due diligence on the legal structure of private share and corporate bond issuances, assess the actual liquidity of collateral assets, and strictly control compliance with the total debt to equity ratio not exceeding the 5 times limit as prescribed by the amended Law on Enterprises. Concurrently, investors should leverage the full corporate income tax exemption policy when investing and transferring capital in innovative startup projects as regulated by the Government.
- For the banking and finance sector: Continuously monitor fluctuations in the ownership structure of major shareholders, analyze internal divestment roadmaps, and evaluate financial institution consolidation moves to ensure absolute compliance with the stringent ownership limits of the 2024 Law on Credit Institutions.
This article is for informational purposes only and does not replace professional legal advice. For support tailored to your situation, please contact HMLF lawyers.
HARLEY MILLER LAW FIRM
- Email: [email protected]
- Web: hmlf.vn
- Hotline: +84937215585