After years of rapid growth in Vietnam’s private sector, the biggest challenge today is no longer a lack of ideas or markets—but a shortage of high-quality capital and smart partnership models. In an increasingly competitive environment, capital is more than money—it is technology, governance, market access, and networks.
Over the past five years, Vietnam has witnessed numerous large-scale mergers, acquisitions, and investment deals: ThaiBev’s acquisition of Sabeco, SK Group’s investment in Masan, Mitsubishi’s capital injection into Vingroup, and Standard Chartered’s investment in renewable energy enterprises. Yet, most of this capital has gone to large corporations, while hundreds of thousands of SMEs—despite strong potential—remain unsure how to raise capital, structure deals, or protect control.
The problem is not the lack of opportunity, but the lack of strategic financial literacy. In today’s integrated economy, entrepreneurs must learn to choose the right capital instruments for the right stage of growth—instead of seeking funding “at any cost.” The four most common mechanisms—M&A (Mergers & Acquisitions), JV (Joint Ventures), PPP (Public–Private Partnerships), and Equity Investments—are the expressways to business growth, provided they are navigated correctly.
- M&A – When You’re Ready to Trade Control for Speed
M&A is not simply about “selling your company”; it is a growth strategy. Instead of expanding organically, a business can “buy growth” by merging, consolidating, or selling a strategic equity stake.
A classic example is ThaiBev’s acquisition of 53.59% of Sabeco for nearly USD 5 billion in 2017. Sabeco—strong in branding and distribution—lacked modern governance and growth capital. ThaiBev, Thailand’s largest brewer, brought financial resources, marketing expertise, and a regional supply chain. The partnership helped Sabeco improve profitability, management, and export reach.
For Vietnamese businesses, M&A can be the fastest way to restructure, elevate brand value, and scale up. However, success requires preparation—financial transparency, legal compliance, and a clear post-M&A strategy. Many SMEs fail not because of being acquired, but due to weak post-deal management. M&A succeeds only when the owner understands precisely what is being sold: equity, brand, or control.
- JV – When You Want to Go Together to Go Further
A Joint Venture (JV) is ideal when two parties have complementary strengths—one brings market access, the other technology or capital. This model helps reduce risk, share costs, and leverage mutual advantages.
For example, THACO Auto and KIA Motors (Korea) formed a successful JV in Chu Lai, Vietnam. THACO contributed infrastructure, workforce, and market knowledge; KIA provided technology, design, and brand power. The result: KIA rapidly expanded market share, while THACO enhanced its manufacturing and R&D capacity.
JVs are particularly suitable for Vietnamese enterprises in technology-intensive or international sectors, where going solo is nearly impossible. However, clear and transparent agreements are crucial—covering capital ratios, voting rights, exit mechanisms, technology transfer, and post-term divestment. A JV only endures if both sides share vision and collaboration culture.
- PPP – When You Want to Partner with the Public Sector
Public–Private Partnerships (PPP) are especially valuable in infrastructure, energy, education, and healthcare—fields where the government plays a coordinating role while the private sector contributes capital and operational efficiency.
In Vietnam, many major projects—expressways, ports, renewable energy, industrial zones—have begun adopting PPP models. However, most involve large corporations, leaving SMEs on the sidelines.
Given budget constraints, PPPs offer private enterprises a way to participate deeply in public projects—earning profits while contributing to national development. But businesses must understand the legal structure, risk allocation, and valuation of benefits. Sectors such as energy transition, logistics, community healthcare, and vocational training represent emerging “green zones” for private sector engagement through PPPs.
- Equity – When You Want to Retain Control but Need Strategic Partners
Equity investment is flexible and best suited for fast-growing companies, especially in technology, services, and export manufacturing. Investors acquire minority stakes in exchange for not just capital, but also networks, technology, and market access.
For example, SK Group (Korea) invested USD 470 million into Masan Group in 2021—without intervening in operations but offering strategic connections and regional expansion opportunities. This is the “collaborative equity” model: Vietnamese firms retain control, while investors contribute capital and expertise for mutual growth.
For Vietnamese SMEs, equity capital can come from venture capital (VC), private equity (PE) funds, or strategic investors. To attract such funding, businesses must be financially transparent, strategically focused, and scalable. Investors are not looking for distressed firms—they seek growing ones that need a catalyst.
Smart Deal Structuring: The Four Golden Principles
Regardless of structure, every entrepreneur should follow four golden principles in deal design:
- Clarity of Purpose: Why raise capital? To expand, strengthen, or exit? Without clear intent, it’s easy to “sell the future cheaply.”
- Data Transparency: Financials, assets, contracts, and HR must be audited and standardized before negotiations.
- Control and Exit Mechanisms: Agreements must specify voting rights, dispute resolution, and fair exit options.
- Post-Deal Integration: 70% of deals fail due to poor execution within the first 100 days. After signing, maintaining culture, talent, and cash flow stability is vital.
The Role of VAPEDCO: Architecting “Win–Win” Transactions
As private enterprises seek capital but lack financial expertise, VAPEDCO can act as a “deal architect”—designing, advising, and coordinating transactions between Vietnamese companies and investors.
The center could develop the “Smart Capital Hub” program, offering:
- Investment Structuring Toolkit: Detailed guides on selecting the right investment form (M&A, JV, PPP, Equity), model contracts, negotiation checklists, and legal frameworks.
- Pre-Due Diligence Services: Early-stage assessments to help businesses prepare financial records, conduct valuations, and identify risk points.
- Private Investment Forum: A matchmaking platform connecting Vietnamese enterprises with investment funds, banks, and international corporations—facilitating real, strategic deals.
Additionally, VAPEDCO could collaborate with industry associations, law firms, and auditing companies to build a network of M&A and private investment advisors, ensuring that even small private firms gain access to high-quality expertise typically reserved for large corporations.
Conclusion: Capital Raising Is a Strategy, Not a Gamble
In a global economy, no business can thrive on internal capital alone. But raising capital is not selling out—it’s sharing to grow faster. The difference between success and failure lies in how entrepreneurs perceive capital: the weak see it as rescue, the strong as leverage.
A good deal is one where both sides emerge stronger after the handshake. To achieve that, Vietnamese businesses must prepare thoroughly—know themselves, know their partners, and know the rules of the game.
With a neutral, capable institution like VAPEDCO guiding, connecting, and standardizing the process, Vietnam’s private capital market can mature—where capital doesn’t just seek safe havens, but true partnerships.
In today’s economy, “smart capital raising” is not merely a financial skill—it is a strategic art: the art of mastering the future of one’s own enterprise.
