In the space of seven months in 2021, three foreign investors put a combined US$1.15 billion into the retail business of Vietnam’s Masan Group. South Korea’s SK Group paid US$410 million for 16.26% of VinCommerce in April, a consortium led by Alibaba Group and Baring Private Equity Asia (BPEA) paid US$400 million for 5.5% of The CrownX in May, and SK came back in November with US$340 million for 4.9% of The CrownX itself. Together the three deals turned a loss-making supermarket chain that Masan had taken over from Vingroup only 18 months earlier into one of the most richly valued retail platforms in Southeast Asia. This Deal Retrospective looks at the three transactions as one story: what was paid, why, and what happened to those valuations once the 2021 money ran out.
Key Takeaways
- On 6 April 2021, SK Group agreed to buy 16.26% of VinCommerce, Masan Group’s VinMart and VinMart+ retail arm, for US$410 million in cash, implying a US$2.5 billion equity value for the retailer, according to Viet Nam News.
- On 18 May 2021, an Alibaba- and Baring Private Equity Asia-led consortium agreed to invest US$400 million for 5.5% of The CrownX, Masan’s combined consumer goods and retail platform, at a pre-money valuation of US$6.9 billion; the deal closed on 14 June 2021 with Masan owning 80.2%.
- On 11 November 2021, SK Group and Masan signed agreements to buy secondary shares of The CrownX for US$345 million, of which SK paid US$340 million for a 4.9% stake, leaving Masan with 85.0%, according to Masan and Viet Nam News.
- In September 2024, SK sold 7.1% of WinCommerce (the renamed VinCommerce) back to Masan for US$200 million and agreed to extend its put option on Masan shares by up to five years, according to law firm Allens and VnEconomy.
- At its April 2026 AGM, Masan said it is looking at an IPO of WinCommerce at a valuation of at least US$10 billion, with listing expected in 2028 to 2029, according to Inside Retail Asia.
Deal Snapshot: Three Deals, One Retail Platform
| Deal | Announced | Investor | Target | Stake | Consideration | Implied valuation (100%) |
|---|---|---|---|---|---|---|
| 1 | 6 Apr 2021 | SK Group (via SK South East Asia Investment) | VinCommerce (VinMart / VinMart+) | 16.26% | US$410 million cash | US$2.5 billion |
| 2 | 18 May 2021 (closed 14 Jun 2021) | Alibaba Group and Baring Private Equity Asia consortium | The CrownX (Masan Consumer Holdings + VinCommerce) | 5.5% (new shares) | US$400 million cash | US$6.9 billion pre-money (US$93.5 per share) |
| 3 | 11 Nov 2021 | SK Group (with Masan buying alongside) | The CrownX | 4.9% (secondary shares) | US$340 million from SK; US$345 million in total | About US$6.9 billion (OEMReview calculation) |
The parent company in all three deals is Masan Group Corporation (HOSE: MSN), one of Vietnam’s largest private-sector consumer groups. The retail business at the centre of the story now trades as WinMart and WinMart+ under WinCommerce. For a fuller picture of the group, see our Masan Group company profile.
Background: How Masan Ended Up Owning Vietnam’s Biggest Supermarket Chain
Masan did not build its retail network. It bought it. In December 2019, Vingroup, Vietnam’s largest conglomerate, agreed to merge VinCommerce, operator of the VinMart supermarkets and VinMart+ convenience stores, into Masan’s consumer business. The combined platform was named The CrownX, holding both Masan Consumer Holdings, the maker of brands such as Chin-su sauces, Nam Ngu fish sauce and Omachi noodles, and the VinCommerce store network.
The logic was vertical: put Masan’s branded food and household products into a store network that reached customers every day. The problem was that VinCommerce was deeply unprofitable. Viet Nam News later reported that the retailer had lost about VND3.7 trillion in 2019, the year before Masan took it over. Fixing it meant closing weak stores, renegotiating leases, rebuilding the supply chain and then expanding again, all of which required capital. By early 2021 VinCommerce operated about 2,300 supermarkets and convenience stores, and Masan’s stated ambition was 30,000 stores by 2025, according to Viet Nam News. That gap between ambition and balance sheet is what the three 2021 deals were designed to close.
Deal 1: SK Group Takes 16.26% of VinCommerce (April 2021)
On 6 April 2021, SK Group announced it had signed an agreement with Masan to acquire a 16.26% stake in VinCommerce for US$410 million in cash. Viet Nam News reported that the price implied a value of US$2.5 billion for 100% of VinCommerce’s equity, and that Masan planned to use about US$225 million of the proceeds to strengthen its balance sheet and fund growth initiatives. The buyer was SK South East Asia Investment, the Singapore-based vehicle SK uses for its regional portfolio.
SK was not a new shareholder. It had bought about 9.5% of Masan Group itself in 2018 for around US$470 million, a holding that came with a put option allowing SK to sell those shares back to Masan, according to Allens, the law firm that advised SK. The VinCommerce deal was therefore a second, more targeted bet: rather than owning a slice of the whole conglomerate, SK was buying directly into the part of Masan with the most turnaround upside and the most risk. Woncheol Park, representative director of SK South East Asia Investment, described it as part of SK’s strategy to invest in Vietnam’s fast-growing sectors.
Deal 2: Alibaba and BPEA Buy 5.5% of The CrownX (May–June 2021)
Six weeks later, Masan went a level up the corporate structure. On 18 May 2021, it announced definitive agreements for a consortium led by Alibaba Group and Baring Private Equity Asia to invest US$400 million in cash for 5.5% of The CrownX. According to the joint announcement, the deal implied a pre-money valuation of US$6.9 billion for The CrownX, or US$93.5 per share. The private issuance completed on 14 June 2021, after which Masan owned 80.2% of The CrownX, Viet Nam News reported.
This deal was different in kind from SK’s. Alibaba brought an operating partnership as well as cash: as part of the investment, The CrownX agreed to work with Lazada, Alibaba’s Southeast Asian e-commerce platform, to build its digital capabilities and speed up offline-to-online (O2O) retail in Vietnam. BPEA, then one of Asia’s largest independent private equity firms and since absorbed into Sweden’s EQT, brought financial discipline and a buyer’s view of exit value. At signing, Masan also said it was in advanced talks for a further US$300 million to US$400 million from other strategic investors, expected to close in 2021. That turned out to be SK again.
Deal 3: SK Doubles Down with 4.9% of The CrownX (November 2021)
On 11 November 2021, Masan and SK Group announced definitive agreements to acquire secondary shares of The CrownX for a total cash consideration of US$345 million, with SK paying US$340 million. On completion, SK would own 4.9% of The CrownX and Masan 85.0%, with Masan saying it could raise its stake further, Viet Nam News reported. Credit Suisse (Singapore) acted as exclusive financial adviser to Masan. Dividing US$340 million by 4.9% gives an implied value of about US$6.9 billion, essentially the same price the Alibaba consortium paid six months earlier.
Masan tied the new money to its “Point of Life” mini-mall concept, which puts a WinMart+ grocery store alongside Phuc Long tea and coffee kiosks, a pharmacy, banking services and a mobile virtual network operator under one roof. Masan CEO Danny Le called SK’s investment “a validation of our mini-mall concept” as a nationwide model, while SK’s Woncheol Park said SK stood “fully behind Masan Group”. Counting the 2018 Masan stake, SK’s direct commitments to Masan and its subsidiaries now exceeded US$1.2 billion, a point Tuoi Tre News highlighted at the time.
The Valuation Path: US$2.5 Billion to a US$10 Billion IPO Target
| Date | Event | Entity valued | Implied value (100%) |
|---|---|---|---|
| Apr 2021 | SK buys 16.26% for US$410m | VinCommerce (retail only) | US$2.5 billion |
| May 2021 | Alibaba / BPEA buy 5.5% for US$400m | The CrownX (retail + consumer goods) | US$6.9 billion pre-money |
| Nov 2021 | SK buys 4.9% for US$340m | The CrownX | About US$6.9 billion |
| Sep 2024 | Masan buys 7.1% back from SK for US$200m | WinCommerce (retail only) | About US$2.8 billion (press reports) |
| Apr 2026 | Masan AGM discusses IPO | WinCommerce | Target of at least US$10 billion |
Two points stand out. First, The CrownX valuation was never a pure retail valuation: it bundled Masan Consumer Holdings, a consistently profitable branded-goods business, with a retailer that was still losing money. Second, the retail-only value barely moved between April 2021 and September 2024, from about US$2.5 billion to about US$2.8 billion, even though the store count and revenue grew substantially in between. The jump to a US$10 billion IPO ambition is a management target, not a market price.
What Happened Next: SK Unwinds, WinCommerce Turns Around
SK’s partial exit
SK’s 2018 Masan stake came with a put option exercisable in 2024. Rather than force a large share sale, the two sides reset the relationship. On 4 September 2024, Masan announced it would buy 7.1% of WinCommerce from SK for US$200 million, and SK agreed to extend the exercise date of its put option on Masan shares by up to five years. VnEconomy reported, citing brokerage VCSC, that Masan’s WinCommerce holding rose to 78.6% and that Masan gained the right, but not the obligation, to buy SK’s remaining WinCommerce shares in future at SK’s original cost.
SK has since continued to reduce its Vietnam exposure. VnExpress reported in March 2025 that SK had reclassified its Vingroup and Masan stakes as it considered fully divesting, while still holding 4.9% of The CrownX at a reduced book value. Forbes reported in August 2025 that SK had cut its stake in Masan Group from 9.5% to 3.67%. On these numbers, SK sold part of its retail stake back at a valuation only modestly above its 2021 entry price, nowhere near the multiple a US$10 billion IPO would imply.
The retail turnaround
Operationally, the capital did its job, though more slowly than 2021 investors hoped. The 30,000-store target for 2025 was never reached; WinCommerce operated about 4,900 locations by April 2026, according to Inside Retail Asia. But the economics changed. At Masan’s April 2026 AGM, management set a 2026 target of VND1 trillion (about US$38 million) in profit for WinCommerce, compared with a loss of about VND3.7 trillion in 2019, and revenue of VND47 trillion, up 21%, Viet Nam News reported. The longer-term plan is about 13,000 stores by 2030, with most new openings in rural areas.
The first half of 2026 supported that plan. Brokerage ACBS reported in a 29 July 2026 note that WinCommerce’s first-half revenue rose 28.3% year on year and gross profit rose 25%, and that the retailer accounted for 44% of Masan Group’s revenue. Masan itself reported second-quarter 2026 net profit after tax of VND3,799 billion, up 137%, according to the same note. That momentum is the basis for the IPO plan reported by Inside Retail Asia: a WinCommerce listing at a market value of at least US$10 billion, expected in 2028 to 2029.
Why This Matters for Food Brands and Suppliers in ASEAN
For food and consumer-goods brands, the Masan saga is a reminder of how quickly modern trade is consolidating in Southeast Asia. A single chain with close to 5,000 stores, owned by a group that also makes its own sauces, noodles, coffee and meat, is both the biggest route to Vietnamese shoppers and a direct competitor on the shelf. The same pattern is playing out in Malaysia, where CP Axtra’s Lotus’s agreed to buy Village Grocer’s owner, as we covered in Lotus’s Malaysia’s RM1.66 billion Food Purveyor deal, and in Vietnamese manufacturing, where Indonesia’s Momogi bought Bibica, covered in our Bibica acquisition analysis.
For OEM and private-label suppliers, a retailer of this scale is also a major buyer of house-brand products. Brands and manufacturers selling into chains like WinMart need packaging and product specifications that survive large-scale distribution and rural logistics. Our guide to choosing the right packaging for your formula covers the technical questions to settle before scaling into modern trade.
My Take
My opinion: 2021 was the year Masan sold the future of Vietnamese grocery retail to three foreign investors at the top of the cycle, and Masan, not the investors, was the clear winner. Within seven months it raised US$1.15 billion against a retailer it had acquired in a share deal and that was still losing money. It kept control throughout, never dropping below 80% of The CrownX. That is excellent capital-raising by any standard, and Danny Le deserves the credit.
The investors got a much rougher ride. SK paid a retail-only US$2.5 billion valuation in April 2021 and then, seven months later, paid again at the bundled US$6.9 billion CrownX level. When the time came to take money out in 2024, it sold 7.1% of WinCommerce back to Masan at about US$2.8 billion, barely above its entry, and agreed to wait up to five more years on its Masan put option. After three and a half years of a turnaround that was partly funded by its own cash, that is close to breaking even, not a win. I read SK’s exit as a conglomerate tidying up a portfolio built in an era of cheap money, not a verdict on Vietnamese retail.
Alibaba and BPEA are harder to judge because neither has publicly disclosed an exit. Their 5.5% was priced at the same US$6.9 billion level, and The CrownX has not yet been tested by a public market. If Masan does list WinCommerce at US$10 billion or more, the 2021 investors in The CrownX could end up looking smart in hindsight. If the IPO slips or prices lower, they bought at a peak. I would also note that the Lazada partnership, the most strategic part of Alibaba’s investment, has not visibly changed how Vietnamese shoppers buy groceries; WinCommerce’s growth has come from opening physical stores in rural communes, not from e-commerce.
What does it signal? Three things. First, selling minority stakes to global investors while keeping control is now Masan’s standard funding tool, repeated in 2023 when Bain Capital put US$250 million into Masan Group itself, as we covered in our Bain Capital–Masan retrospective. Second, the “store count story” that drove 2021 valuations has been replaced by a profit story: investors now ask how much each store earns, not how many there are. Third, the US$10 billion IPO target will be the real test of whether the 2021 valuations were visionary or simply early. My view is that WinCommerce is a far better business today than it was in 2021, but anyone buying into that IPO should remember that the last three investors who paid a premium for Masan retail spent years waiting for it to be justified.
Related Coverage on OEMReview
- Investment Insights: Malaysian and ASEAN M&A, profiles and companies to watch
- Masan Group: Company Profile of Vietnam’s Consumer and Retail Conglomerate
- Deal Retrospective: Bain Capital’s US$250 Million Masan Bet
- CP Axtra’s Lotus’s Malaysia to Acquire Village Grocer Owner The Food Purveyor for RM1.66 Billion
- Indonesia’s Sari Murni Abadi (Momogi) Acquires 99% of Vietnam’s Bibica for $105 Million
Frequently Asked Questions
How much did SK Group invest in Masan’s VinCommerce?
SK Group agreed on 6 April 2021 to buy a 16.26% stake in VinCommerce, Masan Group’s VinMart and VinMart+ retail subsidiary, for US$410 million in cash. The price implied an equity value of US$2.5 billion for 100% of VinCommerce, according to Viet Nam News.
What stake did Alibaba buy in Masan’s The CrownX?
A consortium led by Alibaba Group and Baring Private Equity Asia invested US$400 million for a 5.5% stake in The CrownX, Masan’s combined consumer goods and retail platform. The deal was announced on 18 May 2021, implied a pre-money valuation of US$6.9 billion (US$93.5 per share) and completed on 14 June 2021.
What is The CrownX?
The CrownX is Masan Group’s integrated consumer-retail platform. It consolidates Masan Consumer Holdings, the maker of brands such as Chin-su, Nam Ngu and Omachi, and WinCommerce (formerly VinCommerce), which runs the WinMart supermarket and WinMart+ minimart network in Vietnam.
How much has SK Group invested in Masan in total?
SK Group bought about 9.5% of Masan Group for around US$470 million in 2018, paid US$410 million for 16.26% of VinCommerce in April 2021 and US$340 million for 4.9% of The CrownX in November 2021, a total of more than US$1.2 billion. In September 2024 it sold 7.1% of WinCommerce back to Masan for US$200 million.
Did SK Group sell its stake in WinCommerce?
Partly. In September 2024 SK Group sold a 7.1% stake in WinCommerce to Masan Group for US$200 million and agreed to extend its put option on Masan shares by up to five years. Masan also gained the right to buy SK’s remaining WinCommerce shares at SK’s original cost, VnEconomy reported.
Is WinCommerce planning an IPO?
Yes. At its April 2026 annual general meeting, Masan Group said it is looking at an IPO of WinCommerce at a valuation of at least US$10 billion, with listing expected in 2028 to 2029, according to Inside Retail Asia. WinCommerce operated about 4,900 stores at the time and targets about 13,000 by 2030.
Sources
- Masan Group, official website (masangroup.com); WinCommerce, WinMart official website (winmart.vn); Alibaba Group, official website (alibabagroup.com)
- Viet Nam News, SK Group to buy 16.26% stake in VinCommerce for $410m (6 Apr 2021)
- EQT / Baring Private Equity Asia, Baring Private Equity Asia and Alibaba enter partnership with The CrownX; lead USD400mm investment (18 May 2021)
- Viet Nam News, Alibaba, Baring Private Equity Asia consortium complete $400mm investment in The CrownX (Jun 2021)
- Viet Nam News, Korea’s SK, Masan pick up $345 million stake in The CrownX (12 Nov 2021)
- Masan Group, SK doubles down on Masan’s Point of Life strategy (press release, 11 Nov 2021)
- Allens, Allens advises SK Group on extension of put option with Masan Group and sale of WinCommerce stake (23 Sep 2024)
- VnEconomy, Masan Group spends US$200 million to buy back WinCommerce shares from SK Group (in Vietnamese, 5 Sep 2024)
- VnExpress International, SK Group considers full divestment from Vingroup, Masan Group (Mar 2025)
- Forbes, South Korea’s SK Group sells $1 billion stake in Vietnam’s Vingroup (7 Aug 2025)
- Viet Nam News, WinCommerce targets VND1 trillion profit in 2026, doubles stores in 2030 (24 Apr 2026)
- Inside Retail Asia, Vietnam’s Masan Group reveals plans for grocery retail arm IPO (27 Apr 2026)
- ACBS, MSN flash note (29 Jul 2026)
Disclaimer: This article is for informational and editorial purposes only. It is not a recommendation to buy or sell any securities and does not constitute investment advice.
