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TCG Tokyo Consulting Group Japan: M&A in Japan

TCG Tokyo Consulting Group Japan: M&A in Japan | Annabelle Mouratidis's Topic | Scoop.it
Overview 

Mergers and Acquisitions (M&A) refers to the process of one business purchasing another business and blending the two together. Merging and acquiring a business is also known as a "take over". 

Mergers and acquisitions and corporate restructuring represent an important aspect of the corporate finance world. Every day, specialized firms and investment bankers around the world arrange M&A transactions, which bring separate companies together to form larger ones. When they're not creating big companies from smaller ones, corporate finance deals do the reverse and break up companies through spin-offs, carve-outs or tracking stocks. 

Deals can be worth hundreds of millions, or even at times billions of dollars. They can dictate the fortunes of the companies involved for years to come. For a CEO, leading an M&A operation can represent the highlight of a whole career. 

At Tokyo Consulting Group, our presence in twenty countries in Asia and our extended network gives us an edge in the market. Our professional network, which comprises law firms, accounting firms, and chambers of commerce in each of these countries, gives us the necessary local hindsight required to perform M&A operations. The resources and knowledge that we have acquired through our experience and network place us at a top position to initiate, follow, and execute the required actions to achieve successful Mergers & Acquisitions.

Description

Acquiring a business for the purpose of creating a conglomerate or a quick sale and turning a profit is part of the allure of mergers and acquisitions. The organization thoroughly investigates the business dealings between the parties involved in either the merger or business acquisition. The proper documentation must be presented as well as the reason for the merger or business purchase. Stakeholders' concerns must be addressed because once the deal is finalized, all company debt and stakeholders' issues are inherited by the new ownership. Employees of the company being merged must either be fairly compensated, or offered a position within the blended company, re-trained, or referred to another company.

On the other hand, there are certain challenges faced by M&A operators. For instance, in certain countries, regulations prohibit the purchase of land or any type of property or business, making it impossible for M&A to develop.

Process

Going through an M&A deal can be an intimidating process (for both the mergers and acquisitions teams), but thankfully, this process follows consistent steps. Here's the step-by-step process that nearly every M&A deal follows:

1.Compile a target list

A list of suitable sellers or buyers is a must-have for a transaction to take place.

2.Contact the targets

Making a phone call and discussing the target's interest is important. Such discussions allow prospectors to gauge the target's interest level, and whether proceeding makes sense. Knowing how to make a pitch is an art, and being a buyer is actually far more difficult than being a seller.

3.Send/receive a teaser

The teaser (sometimes called an executive summary) is the document the seller sends the buyer to give him or her just enough information (product, customers, problem the company addresses, and some high-level financial details) to make the buyer want to learn more. The teaser is usually anonymous; that is, the buyer doesn't know which specific company is sending the document.

4.Sign a confidentiality agreement

Both sides agree to keep discussions and materials related to the deal confidential.

5.Send/review the Confidential Information Memorandum (CIM)

The CIM (or deal book) is the seller's bible, as it provides all the information (including company history, product descriptions, financial characteristics, etc.) the buyer needs in order to determine whether it is possible for him or her to make an offer.

6.Submit/solicit an Indication of Interest (IOI)

The buyer expresses interest in entering a deal by submitting this simple written offer, most often with a valuation range rather than a specific price.

7.Conduct management meetings

Buyer and Seller get a chance to meet face to face. Through these meetings, the provides the potential buyer with updates related to the business, as well as guidance for future performance. Additionally, both sides gauge their mutual compatibility.

8.Ask for or submit a Letter of Intent (LOI)

Based on the material in the CIM and on the updates from the management meetings, the buyer submits this detailed offer with a firm price.

9.Conduct due diligence

In the due diligence phase, the buyer closely examines the seller's books and records to confirm everything claimed by the seller.

10.Write the purchase agreement

Both parties materialize the deal in a legally binding contract. 11.Close the deal Both sides sign all required paperwork, the buyer gives the seller the money, and the seller gives him or her the company in return. 

12.Handle any post-closing adjustments and integration 

Closing isn't the end of the deal. Both the buyer and seller usually have some post-closing financial adjustments, and the buyer has to integrate the acquired company into the parent company or make sure it can continue to operate as a standalone business.
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