Enforce transparency to build investor trust

The financial market is abuzz following news that Japan’s Aeon Financial Service has announced its withdrawal from the acquisition of the Post and Telecommunications Finance Company (PTF) from Southeast Asia Commercial Joint Stock Bank (SeABank), citing the discovery of “serious accounting discrepancies” just before the deal’s signing. This development has raised fundamental concerns surrounding financial transparency, accounting standards, and the overall appeal of the Vietnamese market to foreign capital.

More than just a failed deal

In October 2023, Aeon Financial signed an agreement with SeABank to acquire 100% of PTF shares, with the deal valued at 4.3 trillion VND (164.57 million USD). The transaction received approval from the State Bank of Viet Nam earlier this year and was completed on February 3, officially making PTF a subsidiary of Aeon Financial, a member of the Aeon Group.

However, on June 6, Aeon Financial revealed that during the post-merger integration process, it discovered significant inconsistencies in the accounting data that had been disclosed prior to the signing of the PTF share transfer agreement. Following internal audits and legal consultation, the company declared the transaction null and void.

Aeon Financial has called for a comprehensive investigation; pledged to cooperate with relevant authorities; and announced legal action to recover incurred costs, seek compensation, and hold SeABank and related parties accountable. Despite the turmoil, the company affirmed that its operations continue as normal and it will provide further updates as new information emerges.

SeABank, for its part, confirmed receipt of the notice from Aeon Financial and is currently working to clarify the matter. At the time of signing, SeABank stated that the transfer of PTF would have provided the bank with additional resources to enhance its financial capacity, scale up operations, invest in technology, and thereby drive its business across core segments.

This is not the first time a Vietnamese company has been accused by a foreign partner of misrepresenting financial data. In 2017, VMG Media JSC sold a 62.25% stake in VNPT EPAY to two Republic of Korean investment funds — GPS and UTC — for 519 billion VND (19.86 million USD). However, in 2019, GPS and UTC accused VMG Media of financial misrepresentation regarding EPAY, leading to an inaccurate valuation.

In February this year, VMG Media announced it had received Arbitration Award No. 010/2025 from the Singapore International Arbitration Centre regarding Dispute No. 313/2023 with GPS and UTC. Under the ruling, VMG Media was required to compensate GPS and UTC for 62.25% of additional tax liabilities, with the total capped at 55 billion VND. Additionally, the company was ordered to pay an annual interest rate of 5.33% on the compensation amount from September 21, 2022, until full settlement. VMG Media was also held responsible for the legal fees incurred by GPS and UTC, along with all arbitration costs.

Nonetheless, the market has also seen several successful and noteworthy transactions, such as Shinhan Card’s acquisition of Prudential Viet Nam Finance Company for 151 million USD and Thailand’s Siam Commercial Bank (SCB) acquiring Home Credit Viet Nam. Most recently, at the end of 2024, Krungsri — Thailand’s fifth-largest bank — completed the purchase of the remaining 50% equity in SHBFinance from SHB Bank, thereby gaining full ownership of the finance company.

Transparency as a prerequisite for successful mergers and acquisitions (M&A)

In recent years, financial and retail groups from Japan, the Republic of Korea, and Thailand have steadily increased their presence in Southeast Asia, particularly by acquiring or holding stakes in financial companies in Viet Nam. This strategy enables them to swiftly access local markets, leveraging existing licences, customer bases, technological infrastructure, and workforces.

Foreign groups also use M&A to partner with local banks, tapping into customer ecosystems, expanding operational reach, and committing to long-term investments. Meanwhile, domestic banks often divest from financial companies to refocus on core banking operations.

Selling or divesting from financial companies also allows banks to raise capital, improve capital adequacy ratios (CAR), and reduce the pressure of sourcing additional funds. Managing consumer finance firms separately often incurs significant costs, prompting banks to reassess the efficiency of investments and seek deeper cooperation with foreign partners to gain access to superior technology and risk management practices.

In M&A deals, international investors apply rigorous due diligence procedures and demand financial transparency in accordance with IFRS reporting standards. They especially emphasise the internal audit capabilities of target companies to ensure all disclosed financial data is accurate and clear.

Previous M&A cases have clearly demonstrated this trend. For instance, BIDV spent over three years negotiating the sale of a 15% stake to KEB Hana Bank (the Republic of Korea), as the latter demanded bad debt resolution and improved financial transparency. Similarly, ANZ’s sale of its retail banking arm in Viet Nam to Shinhan took several years due to the stringent financial due diligence requirements from the buyer.

Transparency has become an indispensable requirement for businesses seeking access to foreign capital amid increasingly fierce competition. While these stringent demands pose challenges, they also offer valuable opportunities for companies to elevate governance standards and pursue sustainable growth.

When companies meet these transparency and professionalism benchmarks, they not only attract investment but also enhance brand value, expand market presence, and thrive in today’s globalised and digitalised economy. Maintaining transparency further enables businesses to optimise long-term development strategies, seize emerging opportunities, and mitigate risks, thereby establishing a solid foundation for future growth.

Looking ahead to 2025, many experts forecast that consumer lending demand in Viet Nam will continue to grow strongly, potentially reaching a 15% increase. This growth potential explains the recent surge of interest in Viet Nam’s consumer finance market from foreign investors, and why M&A activity in the sector is expected to heat up in the coming period.

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