Questions related to M&As in general
- What are M&As?
M&A is short for "Merger & Acquisition."
- I would like to consider an M&A. Who should I consult with?
We recommend consulting with an M&A expert known as a financial advisor (FA).
On M&A Plus, seller and buyer companies registered as members can view information for FAs throughout Japan and contact them. - What role does a financial advisor (FA) play?
FAs have the kind of high-level expertise required to carry out an M&A, and conduct negotiations on behalf of either the seller or the buyer.
- 1. M&A strategy development
- 2. Selection and introduction of candidate companies
- 3. Support for negotiations with candidate companies etc.
- What are the differences between the FA model and the intermediary model?
The proxy model involves different FAs for the seller and the buyer. The respective FAs carry out negotiations from their client's point of view.
The intermediary model instead focuses on introduction one company to the other by the same FA, which is appointed to act as an intermediary between the seller and the buyer, and receives commissions from both sides. - What types of M&As are there?
M&A methods include share purchase, asset purchase, corporate divestiture, and merger.
These vary by the target of acquisition (shares or assets), the type of compensation (cash or shares), etc. - How long does an M&A transaction take?
As transactions are moved forward while taking into account the circumstances of both the selling and buying companies, the time between the start of negotiations and contract conclusion varies by instance. Transactions generally tend to take longer than 6 months.
- How are financial advisor (FA) commissions incurred?
Fee structures vary by company, but the following is a list of typical fees:
- 1. Mobilization fee : incurred at the "starting point."
- 2. Milestone fees : incurred when milestones are achieved.
- 3. Retainer fees : incurred every month.
- 4. Contingent fee : incurred upon contract conclusion.
- How high are the contingent fees paid to financial advisors (FAs)?
Fees are calculated using Lehman Formula.
For further information, see a remuneration list for FAs on the page on which our fee plans are shown. - How does the seller's financial advisor (FA) approach potential buyers?
Usually the FA compiles a list of candidates, and then checks with the seller whether they want the FA to make a proposal to each candidate. The FA takes great care to prevent identification of the seller before a non-disclosure agreement has been concluded, such as by using anonymous materials in proposal activities.
- What is due diligence (DD)?
Due diligence is a survey process in which the buying company employs financial, legal, and other specialists to collect information about and identify issues with the company for sale. This involves the cooperation of the seller and is done in order to reach a final decision on whether to acquire the company being sold.
Questions related to selling
- Could you describe how to sign up for M&A Plus?
The basic process of registering for M&A Plus membership is as follows:
- 1. Submission of the Membership Application Form (registration for membership).
- 2. Issuance of member account after examination.
- 3. Registration of sale information (information registration).
- 4. After registration of sale information, selection of a financial advisor (FA), i.e. M&A expert.
- Are there fees associated with using M&A Plus?
If you are a seller, you will be able to use M&A Plus free of charge. In many cases, depending on the terms of agreements with individual FAs, you may need to pay remuneration and other expenses to your FA.
- Can I view the M&A instance information published on M&A Plus?
Seller members cannot view M&A instance information, only information related to FA members. Only FA members can view M&A instance information.
- Can a dormant company be registered on M&A Plus?
No.
- Can information concerning M&As outside of Japan be registered on M&A Plus?
No. However, if you have an office in Japan, that office can register as a member. As for M&A instances, the condition for registering a company for sale is that said company is registered in Japan.
- Can a one-person business (self-employed individual) be registered on M&A Plus?
Yes. However, such businesses cannot be registered for sale.
- Can a loss-making company be registered on M&A Plus?
Yes. Such companies can become members and be registered for sale.
- Can an insolvent company apply for M&A Plus membership?
Yes. Such companies can become members and be registered for sale.
- Are there any types of businesses that cannot be registered on M&A Plus?
Whether registration is possible will be determined based on an examination prescribed by Deloitte.
- Can M&A Plus be used for transactions of listed companies' shares?
No. In addition, any other transactions determined by Deloitte to potentially be regulated by the Financial Instruments Act or other laws or regulations are also prohibited.
- Is asset purchase included among the transaction methods covered by M&A Plus?
Yes.
- Are there limits on transaction size?
No.
- Is it possible to cancel one's membership after an M&A match has been made or during negotiations?
You can withdraw from the membership at any time. If, however, in the course of negotiations, you have claims and obligations, having concluded an agreement with an FA or a counterpart, these situations will be handled in accordance with the terms of the agreement. For more information, see the M&A Plus Terms of Use.
Questions related to purchases
- Could you describe how to sign up for M&A Plus?
The basic process of registering for M&A Plus membership is as follows:
- 1. Submission of the Membership Application Form (registration for membership).
- 2. Issuance of member account after examination.
- 3. Registration of purchase information (information registration).
- 4. After registration of purchase information, selection of a financial advisor (FA), i.e. M&A expert.
- Are there fees associated with using M&A Plus?
If you are a buyer, you will be able to use M&A Plus free of charge. In many cases, depending on the terms of agreements with individual FAs, you may need to pay remuneration and other expenses to your FA.
- Can I view the M&A instance information published on M&A Plus?
Buyer members cannot view M&A instance information, only information related to FA members. Only FA members can view M&A instance information.
- Can information concerning M&As outside of Japan be registered on M&A Plus?
No. However, if you have an office in Japan, that office can register as a member. As for M&A instances, the condition for registering a company for sale is that said company is registered in Japan.
- Are there any types of businesses that cannot be registered on M&A Plus?
Whether registration is possible will be determined based on an examination prescribed by Deloitte.
- Is asset purchase included among the transaction methods covered by M&A Plus?
Yes.
- Are there limits on transaction size?
No.
- Can M&A Plus be used for transactions of listed companies' shares?
No. In addition, any other transactions determined by Deloitte to potentially be regulated by the Financial Instruments Act or other laws or regulations are also prohibited.
- Can negotiations be ended before completion?
Negotiations can be ended in cases such as when agreement on the terms cannot be reached.
- Is it possible to cancel one's membership after an M&A match has been made or during negotiations?
You can withdraw from the membership at any time. If, however, in the course of negotiations, you have claims and obligations, having concluded an agreement with an FA or a counterpart, these situations will be handled in accordance with the terms of the agreement. For more information, see the M&A Plus Terms of Use.