Overview Overview
Speedy and efficient M&A advisory services
We always provide prompt and flexible support for our clients’ M&A process, where speed is critical, leveraging our agility and flexibility as a boutique firm. Unlike larger firms, our streamlined organizational structure enables simpler and quicker internal clearance for contract execution and report filing, providing our clients with stress-free experience.
We value close communication with our clients and provide flexible support adaptable to changing circumstances. By leveraging our extensive experience and ensuring highly efficient and effective operations, we have developed optimized fee structures. Our experienced CPAs take the initiative for project management not only in accounting audits but also in M&A transactions, providing services that gets to the crucial point at fair and reasonable fees.
Key Features Feature
0 1
Agility and responsiveness
We provide prompt and flexible support even for the complex M&A process, leveraging our agility and flexibility as a boutique firm. With simpler and quicker internal clearance for contract execution and report filing, we will provide seamless support for our clients’ decision-makings under schedule management synchronized with the project team.
0 2
Flexible communication
We value close communication with our clients and respond flexibly to changing situations and unforeseen challenges. By streamlining communication that often becomes fragmented and cumbersome in larger firms, we offer an environment where our clients can proceed with their project with speed and peace of mind.
0 3
Streamlined and optimized fee structures
Our experienced CPAs take the initiative to ensure rigorous project management throughout the M&A process. By eliminating operational inefficiencies through streamlined operations that get to the crucial point, we will provide quality services at fees that are fair and reasonable for our clients.
Scope of Services Our Service
We provide the following end-to-end support services across every phase of the M&A process, from due diligence to post-merger integration (PMI).
Due diligence
- We will perform effective financial due diligence tailored to our clients’ needs and the specific characteristics of each deal.
- For clients planning to sell a business or subsidiary, we will perform sell-side due diligence and provide carve-out support services.
PMI: Integration support after M&As
- We will identify issues to be considered after the integration, such as the unification of consolidated financial closing procedures and internal management systems and compliance with J-SOX and IFRS Accounting Standards, providing advice on improvements for such issues.
- We will verify integration effects in a timely manner by providing support services, such as monitoring of the achievement of business plans that served as the calculation basis for the acquisition price and impairment testing for corporate value (goodwill).
-
0 1
Buy-side due diligence (support mainly provided for acquirers)
When considering a corporate acquisition, organizational restructuring, or management integration, it is essential to conduct a preliminary due diligence of the target company. We assemble a team of experts possessing a wide range of expertise not only in the industry the target company belongs to but also in accounting, tax affairs, and IT to perform an efficient and effective due diligence, considering the needs of clients planning a corporate acquisition and the characteristics of the deal. In addition, our CPAs who are proficient in foreign languages and have abundant M&A service and international work experience are capable of dealing with due diligence necessary for listed companies to make small investments (small-cap acquisitions and minority investments) in overseas companies.
In our financial due diligence, we investigate the past business performance and financial conditions of the target company to mainly assess the current state of the following items.- Normalized earnings (adjusted EBITDA) excluding the impact of temporary or extraordinary gains and losses
- Current state of asset impairment
- Off-balance sheet liabilities
- Level of working capital required for business operations and its impact on cash flows
- Past and planned capital expenditures
- Consistency between past business performance and future business plans
Based on the results of the above investigations, our clients can evaluate the deal and make informed decisions from the following perspectives:
- Assessment of feasibility of the future business plans prepared by the target company and an appropriate acquisition price
- Terms and conditions to be explicitly stated in the purchase agreement
- Necessity of final price adjustments as of the closing date
-
0 2
PMI: Integration support after M&As
M&The key to a smooth post-merger integration is addressing integration risks beforehand and realizing synergies expected during the pre-deal stage as early as possible.
We offer hands-on integration support by experts in the following areas to early realize integration synergies and verify their effectiveness.Scope of our support
- Support for the development of management control infrastructure such as finance & accounting/management accounting systems, business processes, and business performance management system
- Support for the development of group management systems (including support for overseas subsidiaries)
- Support for the development of group’s consolidated financial reporting systems and business processes (including support for overseas subsidiaries)
- Support for fiscal year-end change and financial closing acceleration and standardization
- Support for information system integration
- Support for the development of internal rules
- Support for the development of internal controls and compliance with J- SOX
- Support for IFRS adoption and compliance
- Monitoring of the achievement of business plans
- Support for responding to accounting audits on goodwill and intangible asset valuation
Service
- IFRS / U.S. GAAP / New Accounting Standards
- Financial Closing Support (Japan / Overseas)
- IPO (Japan / Overseas)
- Fraud Response and Prior Period Restatements
- Management Accounting
- Financial Advisory
-
- M&A transaction support
M&A transaction support