On September 23, Jollibee Foods Corporation agreed to sell an 11 per cent stake in Highlands Coffee to Viet Thai International JSC, the vehicle of founder David Thai, for about $88 million. The deal cuts Jollibee's holding to 49 per cent, values the chain at $800 million, and remains subject to regulatory approval, with an initial public offering tentatively planned for the first quarter of 2027.
It was not an auction. Nor was Keppel's agreement in August to sell its 40 per cent stake in Ho Chi Minh City's Empire City project for around $267 million, priced between willing parties and payable in three tranches. While these transactions do not establish a market-wide trend, they illustrate the importance of transaction readiness when sellers negotiate directly with a limited number of counterparties.
Ansarada, which maintains an on-the-ground presence in Ho Chi Minh City, tracked 49 announced or rumoured Vietnam deals worth $1.82 billion between January 1 and July 16 this year. Divestments led on value, at $885 million across 17 transactions, while privately negotiated deals were the most common technique, with 19 deals, albeit modest in combined value at $118 million. Overall value fell 68 per cent on-year, largely because last year's handful of headline deals were absent.
Much of that activity was restructuring rather than expansion. VinFast's $530 million divestment led May's tally, and the Empire City exit forms part of a Keppel monetisation programme that has raised about $1.64 billion this year. Meanwhile, Thailand's Siam Commercial Bank and Home Credit Vietnam formally terminated their proposed acquisition in April, nearly two years after it was first announced.
Open auctions still have a role, particularly in state divestments. But they are public by design, and an unsuccessful round leaves a visible mark. VNPT has attempted several times to exit its holding in MSB without completing the sale, and announced plans for another auction in January.
Bilateral talks avoid that exposure but often lack a hard deadline, and legal and financial diligence in Vietnam can take three months or more. For a seller recycling capital, each extra month may delay the liquidity a sale was meant to release and weigh on returns, particularly if conditions shift before signing. That suggests execution speed may matter as much as the headline multiple.
Once commercial terms have been agreed, incomplete documentation and unresolved dependencies can generate further questions, extend the timetable and expose the seller to attempts to renegotiate. Protecting an agreed valuation therefore depends partly on how quickly and confidently the business can respond to diligence.
| Photo: Ansarada Vietnam |
Recent transactions have included partial stakes, project-level exits and non-core assets rather than only whole-company sales. Such transactions can create additional diligence work because the asset being sold may not operate independently of its wider group. A business being separated from a group in Vietnam often shares IT systems, intellectual property, supplier contracts, staff, and land-use arrangements with its parent.
When a buyer uncovers those dependencies mid-process, the usual consequences are renegotiation, a reduced price, or a longer timetable. A pre-market carve-out review, mapping shared assets, intercompany balances, and transitional service needs before any approach, can move those discoveries to a point where the seller still sets the narrative.
Buyers may also look beyond the audited accounts. Financial statements alone may not give a complete picture of a Vietnamese target, and recent legal reforms have tightened beneficial ownership disclosure, with nominee or layered offshore structures likely to draw closer scrutiny. Sellers that can evidence ownership history, related-party dealings, and land-use rights upfront are likely to face fewer surprises late in the process.
Bilateral talks can also sharpen the information dilemma. A seller that shares too much too early with a strategic buyer risks sensitive pricing or customer data ending up with a competitor if the deal falls through. Sharing too little may leave a buyer's doubts unresolved.
Staged disclosure is one approach to that tension, releasing commercially sensitive material in tiers linked to agreed milestones such as signed exclusivity or a binding offer. A complete, time-stamped record of who accessed what, and when, may also support a seller's position in later warranty or indemnity discussions.
Preparing a structured virtual data room before approaching potential buyers allows the seller to test document completeness, assign access permissions and establish a controlled disclosure sequence. For cross-border transactions, preparing key material in both Vietnamese and English can also reduce clarification requests and translation delays.
Ansarada’s platform supports granular permissions, staged disclosure, document activity records and multilingual transaction workflows.
The Highlands transaction also illustrates how the sequence is changing. A negotiated stake transfer now sits ahead of a possible listing, and with FTSE Russell's upgrade of Vietnam to Secondary Emerging Market status phasing in from September, more local companies may follow a similar route from private deal to public market.
The useful question for boards and funds is therefore not when conditions will improve. It is whether their assets could withstand a buyer's diligence if that call came next week.
For sellers preparing a divestment, carve-out, or stake sale in Vietnam, speak with Ansarada's team in Vietnam about building transaction readiness.
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