Does the $23 billion deal between Abbott and Exact Sciences need to announce economic concentration in Vietnam?

On November 20, 2025, Abbott Laboratories officially reached an agreement to acquire Exact Sciences Corporation with an enterprise value of up to $23 billion[1]. Abbot is a well-known name in the nutrition industry in Vietnam. Although the deal is carried out entirely abroad, many questions arise whether this "giant" of the healthcare industry will be forced to carry out the procedure of notifying economic concentration with the Vietnamese authorities before completing the transaction?

Abbott and FPT Long Chau officially announce strategic cooperation agreement. Source: Government News

From the ambition to dominate the global cancer diagnosis segment...

The deal is considered Abbott's most strategic move in the past decade to redefine its growth axis. By acquiring Exact Sciences, Abbott not only owns the Cologuard® "money printing machine" – the world's leading non-invasive colorectal cancer screening test – but also acquires Cancerguard™, a groundbreaking multi-cancer detection blood test (MCED) that will be launched in September 2025[2].

Abbott Laboratories' goal is to bring the group's diagnostic revenue beyond $12 billion annually and dominate the $60 billion precision cancer screening market in the United States. However, to achieve that vision, Abbott must overcome a network of antitrust legal barriers not only in the United States (under HSR law[3]) but also in key markets where the corporation has a significant commercial presence, including Vietnam[4].

The "reaching" provisions of Vietnam's Competition Law

According to the Competition Law 2018 and Decree 35/2020/ND-CP, Vietnam applies the principle of "extraterritorial jurisdiction". This means that even if both Abbott and Exact Sciences are headquartered in the United States and the transaction is entered into in Delaware, the obligation to notify still arises if such economic concentration is likely to have a restrictive impact on competition in the Vietnamese market.

Abbott's transaction was carried out in the form of a business acquisition, through a reverse merger to own 100% of Exact Sciences' shares. Under current regulations, this is a typical economic concentration behavior due to Abbott gaining full control of the acquired unit.

Quantitative "links": When to announce?

The obligation to notify the e-commerce in Vietnam does not depend on whether the enterprise "wants" it or not, but on whether the transaction touches any of the four quantitative "thresholds" specified in Article 13 of Decree 35/2020/ND-CP.

Here's a detailed breakdown of Abbott's likelihood of hitting these thresholds based on fiscal year 2024-2025 data:

Total Assets Threshold in the Vietnamese Market

Decree 35 stipulates that if any party participating in the transaction (or its affiliated group) has total assets in Vietnam of VND 3,000 billion or more, a notification must be made.

Abbott Laboratories doesn't just work in diagnostics. In Vietnam, the group has an extremely strong presence through nutrition (Ensure milk, Pediasure, Similac), pharmaceuticals and medical devices. Abbott also holds a controlling stake in Domesco (stock code: DMC), one of the leading pharmaceutical enterprises in Vietnam. With the current system of warehouses, factories and investment portfolios, the total asset value of Abbott's "affiliated group" in Vietnam certainly exceeds 3,000 billion VND (equivalent to about 120 million USD).

Total revenue threshold in Vietnam

Similar to the asset threshold, if the revenue of a party or group of associates in Vietnam is VND 3,000 billion or more in the preceding fiscal year, the notification obligation will be triggered.

In 2025, Abbott's global revenue will reach $44.3 billion. Particularly in Vietnam, only including revenue from the milk powder and pharmaceutical segments (through Domesco with annual net revenue of over VND 1,700 billion), the total revenue of the Abbott group easily exceeded the threshold of VND 3,000 billion. Therefore, just based on the buyer's revenue criteria, this transaction is subject to TT notification.

Transaction value threshold

For transactions made outside the territory of Vietnam, the transaction value threshold (usually VND 1,000 billion) is not directly applied like domestic transactions. However, with the size of the deal up to 23 billion USD (equivalent to nearly 600,000 billion VND), the competition regulator will certainly consider this factor as a demonstration of the huge economic power of the new entity after the merger.

Combined market share threshold

If the combined market share of Abbott and Exact Sciences in the relevant market in Vietnam reaches 20% or more, they will have to notify it.

This is the point to note the most. The relevant market here can be identified as the "Accurate Cancer Diagnostic Tests Market". Currently, Exact Sciences products such as Oncotype DX and Cologuard have begun to be introduced in Vietnam through professional guidance materials in Vietnamese. The combination of Abbott's existing diagnostic equipment infrastructure (such as the Alinity series) and Exact's in-depth tests could create a significant dominant position in the molecular diagnostics segment.

Source: Exact Sciences

The role of the "Associated business group"

A common mistake made by multinational corporations is to only calculate the data of the company directly involved in the sale. However, Vietnamese law stipulates very clearly: assets and revenue figures are calculated on the group of associated enterprises.

That is, although Abbott's diagnostic segment in Vietnam may not have reached the threshold, when combined with revenue from "milk" and "medicine", this "giant" is forced to report to the National Competition Commission. This is the legal "trap" that many foreign businesses often ignore when conducting transactions that take place entirely abroad.

Lessons from enforcement and the risks of "forgetting" notifications

The years 2024 and 2025 mark a turning point in the implementation activities of the Vietnam National Competition Commission. The 2024 report shows that up to 197 e-commerce cases were received, of which 40% were "foreign-to-foreign" transactions[5]. In particular, VCC has issued the first administrative sanctioning decisions for the act of failing to notify the financial institution, with a fine that can be up to 1% to 5% of the total revenue in the relevant market.

If Abbott closes the transaction in Q2 2026 without notice in Vietnam, it could face:

Heavy fines: Based on the group's revenue of trillions of VND in Vietnam, this figure will be huge.

Structural risk: In the worst-case scenario, the regulator may require behavioral corrective measures or force a separation if a significant competition restriction impact is detected.

"Burdensome condition" – Smart protection clause

Understanding these risks, Abbott has installed a "Burdensome Condition" clause in the Global Merger Agreement[6]. Accordingly, Abbott is committed to taking remedial measures to get approval from regulators (including non-U.S. agencies), but it reserves the right to refuse if these measures have too much impact on its current molecular diagnostics business revenue (in excess of $100 million). This shows that Abbott has been well prepared for negotiation scenarios with agencies such as Vietnam's National Competition Commission.

Based on the reality of Abbott's multi-industry business and the huge size of its revenue in Vietnam, the answer to the question at the beginning of this article is whether the parties to this transaction are required to carry out the procedures for notifying economic concentration in Vietnam. Through the above analysis, we believe that it is almost certain that Abbott will be forced to carry out the procedure of announcing economic concentration in Vietnam for the Exact Sciences deal.

Proactively filing early notices will help Abbott avoid legal troubles after completing the global transaction, while ensuring a smooth R&D and commercial network integration roadmap in this potential Southeast Asian market. As the National Competition Commission increasingly tightens its grip on cross-border M&A deals, compliance is not only an obligation, but an important part of Abbott's global risk management strategy that Abbott needs to take seriously.