For more than a decade, Japan - the world's largest economy, has been facing many internal challenges: a rapidly aging population, a shrinking labor force, stagnant economic growth and great fiscal pressure in the social security system. To maintain the pace of development, large Japanese corporations are increasingly promoting their overseas expansion strategies, in which M&A is the key tool. In particular, the medical and health care industry, an area in which Japan has outstanding capabilities in technology, management and quality standards - is emerging as a spearhead for international investment, in which Southeast Asia and Vietnam are promising destinations.

1. M&A in the healthcare industry: Japan's strategic trends

from domestic defense to attack abroad. The Japanese health system is inherently ranked in the world's most advanced goods. However, according to the Ministry of Health - Labor and Welfare (MHLW), medical expenses accounted for 11% of GDP by 2024, a long -term difficult rate to maintain. The rapid aging of the population caused the domestic health market to grow slowly, while the maintenance costs were high. Facing the domestic growth limit, pharmaceutical corporations, medical equipment companies and Japanese medical technology enterprises are forced to seek growth opportunities in developing markets, where there is:

• high ratio Class = "QL-SIGN-JUSTIFY"> spending on medical per capitais still low but is increasing rapidly

M&A has become an effective choice to quickly own infrastructure, distribution networks, operating licenses and human resources in these markets without having to spend time building from scratch (greenfield investment).

2. Why has Vietnam become an attractive "piece of cake"?

- Market potential: Large population, rapidly increasing medical spending. With more than 100 million people, Vietnam is the 15th most populous country in the world, of which over 60% of the population is under 40 years old. The need for medical examination and treatment, health care and drug use is increasing, thanks to:

• Increasing average income per capita (over $4,500/year by 2025)
• Community awareness of health is higher
• The incidence of chronic diseases, occupational diseases and diseases due to rapidly increasing urbanized lifestyle
With a decade ago. Class = "QL-SIGN-JUSTIFY"> Pharmaceuticals
• Medical equipment
stify">High-tech medical services
• Medical technology (telemedicine, healthtech)

- International integration and geopolitical advantages: Vietnam is a member of many new generation free trade agreements such as CPTPP, EVFTA, RCEP, including provisions to open the health sector and protect foreign investment. Japan is a major partner in all three of these FTAs, as well as the largest ODA donor and extensive strategic partner of Vietnam.

3. Bright spots from typical Japan - Vietnam M&A deals:

- Taisho Pharmaceutical & Hau Giang Pharmaceutical deal: In 2019, Taisho - one of the 10 largest pharmaceutical corporations in Japan, completed the deal to buy a controlling stake in DHau Giang Pharma (DHG Pharma), a leading pharmaceutical enterprise in Vietnam. Taisho currently holds over 50% of the shares, playing a decisive role in strategic direction and management. This is an exemplary deal, demonstrating how Japanese businesses:

• Access new markets through M&A instead of building from scratch
• Technology transfer, international GMP standards
• Reorient management management, R&D, and supply chain management according to Japanese standards

- Medical equipment and healthtech: In addition to the pharmaceutical field, Japanese businesses in the medical equipment industry are also actively looking for Vietnamese partners in production, distribution and after-sales service. Some corporations such as Terumo, Nipro, FujiFilm Medical, Omron haveThe face in Vietnam and is expanding operations through the form of purchasing shares, joint ventures or merger. The reason M&A is more preferred than new investment

-Quickly dominate the market: The health market has high accession barriers: Class = "QL-SIGN-JUSTIFY"> Relations with the industry management agency

M&A to help Japanese investors own the distribution system, factory, context of personalities and infrastructure. Class = "QL-SIGN-JUSTIFY">-Reduce legal risks and market culture: Vietnamese enterprises have experience operating in the breaking environmentcomplex logic. Japanese investors take advantage of this understanding to reduce legal, social and cultural risks.

5. Big challenges in M&A deals in the healthcare industry in Vietnam

• Complicated and constantly changing legalities: Vietnamese law in the healthcare sector (especially pharmaceuticals and private medical services) has many layers and overlaps, making foreign investors vulnerable to risks without appropriate advice.
• Lack of financial transparency and standardization of management: Many Vietnamese healthcare businesses, especially family businesses, have not: Regularly audited financial statements, fully managed risk, do not have an ERP system or SOP standards
• Cultural differences and strategic expectations: Japanese people work according to collective principles, are cautious, and value process. Meanwhile, many Vietnamese businesses operate flexibly, based on personal or family decisions, leading to conflicts in the post-M&A cooperation process.

6. What do Vietnamese businesses need to prepare to welcome the "Japanese M&A wave"?

6.1. Standardize management and financial models

• Build a clear and transparent accounting system
• Have financial reports audited by Big4 or reputable companies
• Create SOPs and operating systems transferable actions

6.2. Prepare a clear long-term development strategy

Home �Japanese investors are not looking for businesses to "buy and resell", but are looking for strategic partners. Vietnamese businesses need to:

• Determine specific growth goals
• Have clear plans for expansion, technology, products

6.3. Professional consulting: legal - financial - cultural

Having the companionship of a professional M&A consultant, especially one who understands Japanese culture, will help:

• Accelerate the progress of negotiations
• Handling conflicting expectations
• Creating trust - something that Japanese investors attach great importance to

M&A in the medical field between Japan and Vietnam is not simpleIt's purely a story of buying and selling businesses, but part of a long-term bilateral strategy where both sides seek sustainable added value. For Japan, this is an opportunity to expand into a new potential market, where they can transfer technology, international standards and modern governance models, while creating new growth drivers in the context of an aging domestic population and saturated medical needs.

For Vietnam, M&A from Japanese corporations not only brings quality investment capital, but also helps improve capacity. compete in the healthcare industry through access to:

• Advanced medical technology
• Methodical management process
• Complete distribution systemrequire
• Experience in product and service development

However, this opportunity does not automatically become a reality. It requires Vietnamese businesses to proactively transform themselves: from standardizing the financial and legal systems to building long-term strategies, understanding Japanese business culture and proactively finding suitable partners.

In the context that 2025–2030 is forecast to be the "peak" period of the regional M&A wave, especially in the medical and health care industry, understanding correctly - standards Being well equipped - staying ahead of the trend will determine who wins on this "M&A chess board" full of potential but also many challenges.