We conduct the financial advisory business, the evaluation of corporate value and the due diligence, concerning the acquisition and sale of companies and business.
In the current economic situation in which the environment surrounding a company has been changing rapidly, there is a need to recognize appropriately the company’s corporate value and realize thereafter the improvement of it so that a company will survive for itself.
We conduct financial advisory business and consulting services making use of many actual results and know-how in mergers and acquisitions concerning listed and non-listed companies.
We make “the suggestion of the mergers and acquisitions scheme” as the means to improve a company’s corporate value, and conduct positively “the scheduling management”, “the examination of accounting treatment and tax risk”, “the preparation of the opinion letter”, and “the intermediary business”, which are important in the process of performing mergers and acquisitions, thereby accomplishing them smoothly.
Evaluation of corporate value and business value (Valuation)
At first it is necessary to know the target corporate value in performing mergers and acquisitions.
Specifically, there are following methods:
- Adjusted book value method
- Income approach
- DCF method
- Similar company comparative valuation method (the EBITDA method)
- Dividend discount method
- Market stock prices method
- Transaction cases comparison method, etc.
We calculate the corporate value by plural number of evaluation methods which are the most suitable for a client.
The drafting of the mergers and acquisitions scheme
The mergers and acquisitions are the most effective means in aiming at the business expansion in a short time.
The selection of the most suitable scheme is necessary after having made clear the company’s corporate strategy.
In order to embody the strategy, we provide necessary information and appropriate advice including the exchange of stocks, transfer of stocks, merger, divestiture, capital increase and the transfer of operations of the client.
There is a need to prepare a concrete schedule before following a series of the procedures which include the settling of the corporate strategy, the selection of a company targeted for mergers and acquisitions, the selection of the most suitable scheme, reorganization of business structure and the evaluation of the mergers and acquisitions project.
In addition, we provide the most suitable advice and support regarding the legal risks including legal affairs, accounting and tax risk that could incur at any time after having made an actual start of the procedures.
The examination of legal affairs, accounting and the tax risk
Various risks must be examined to realize mergers and acquisitions.
They are the legality of the legal procedure, a shareholders’ representative action risk and a compliance risk.
In addition, attention must be paid to the examination of an important financial theory in evaluating a corporate value, the examination of problems about the accounting treatment, a tax risk which is incurred by the difference of the judging method with the tax authority.
Based on past abundant experience, we take measures by making full inspection and holding the prior consultation with a specialist and regulatory authorities after having fully considered the latest opinion, and thoroughly hedge against risk.
Receipt and the preparation of the opinion letter
During the process of mergers and acquisitions, things thought to be the best must always be chosen from various possible choices.
It is necessary to siphon various problems and the matters for examination that occurred during the process of the choice and leave the ground of the judgment on each of them as evidence.
On the occasion of the implementation of mergers and acquisitions, in the first place we make our position clear.
Specifically, we devote ourselves to the advisory business to keep a viewpoint only for the seller side or the buyer side, or devote ourselves to the role as coordinator of the interests of both the seller and buyer attaching weight to the realization and success of the business, thus making clear our position.
At all events the client plays the leading role of mergers and acquisitions, and we make every possible effort to fulfill the mission given to us as a behind-the-scenes suppoter.
We stand in a position of the advisory between the client and the other party in order to fill the needs of the seller or the buyer of the company and enter into negotiations in the position of “the adviser to perform mergers and acquisitions profitably”.