Nihon M&A Center Inc. Corporate Profile

Transcription

1 Nihon M&A Center Inc. Corporate Profile

2 Company Outline The company has a history of over 27 years as 's largest independent M&A firm. Company name Headquarters location Offices in Office in abroad Established/capital Description of business Representatives Employees (consolidated) Market listings Market capitalization Consolidated company Nihon M&A Center Inc. 24F TEKKO BUILDING 1-8-2, Marunouchi, Chiyoda-ku, Tokyo, , Tokyo Headquarters, Osaka Branch, Nagoya Branch, Sapporo Office, Fukuoka Sales branch 59th Floor, UOB Plaza 1, 80 Raffles Place, Singapore, April 1991 / 1.3 billion yen M&A support services (reorganization, capital policies, MBO, etc.) Chairman and Founder Yasuhiro Wakebayashi, President Suguru Miyake 308 (as of Sep. 2017) Tokyo Stock Exchange, First Section (code 2127) Approx. 290 billion yen (as Mar. 2017) Corporate Value Laboratory Inc. Affiliated companies Private Equity Co., Ltd. Yano Research Institute Ltd. Business Succession Navigator Inc.

3 No. 1 M&A Advisory Firm in 5 Key Features The Largest M&A Boutique with a workforce of 300 people in. (Listed on the TSE 1st section with market capitalization of approximately 290 billion yen as of March 2017) The Largest M&A Network to access targets companies throughout. It consists of approximately 105 regional banks (covering 90% of domestic regional banks) and over 600 top accounting firms in. Independent Public Company not part of any keiretsu groups. Unrestricted and free access to various ese companies. (Listed on the TSE 1st section with more than 3,500 M&A transactions closed over the last 25 years) Strong Research Function in various sectors with collaboration of our group company, Yano Research Institute ( ), one of the largest and most well-established marketing research and consulting firms in. The Largest In-house M&A Database daily updated by more than 53,000 field visits every year to provide fresh information and direct access to decision makers of target companies. Business history Database that has grown since our establishment in years Record of M&A support Nihon M&A center has successfully conducted over 3500 M&A advisory services Number of business partners Institutional partners 1000 partners Number of M&A deals closed FY FY2013 FY2014 FY2015 FY2016 Sales and market capitalization (1 million yen) 25,000 20,000 15,000 10,000 5, ,214 55,251 10, , ,529 12,227 Market capitalization 300, ,927 sales 292,929 19, ,000 14,778 FY FY2013 FY2014 FY2015 FY , ,000 60,000 0 *Market capitalizations based on the stock prices at the end of March each fiscal year.

4 Why are we unique? - Our strong domestic network Our expansive domestic network provides us with M&A information from 153 all over the nation Regional institutions Accounting firms Others (Includes 4 overseas) Hokkaido, Tohoku Chugoku, Shikoku Kansai Chubu Kanto Kyusyu, Okinawa As of the end of Oct. 2017

5 Why are we unique? - Our strong domestic network Examples of initiatives to revitalize the network The largest regional banks network with 98 regional banks holds the Bank of the Year ceremony *105 regional banks exist in The largest accounting firms network with 700 top accounting firms holds the Nihon M&A Association International Conference Participants from regional banks nationwide for the fourth Bank of the Year awards (At the Imperial Hotel Tokyo on May 29, 2017) Participants from accounting firms nationwide (At the San Francisco Marriott Marquis on March 20, 2017)

6 Why are we unique? - Our overseas network Our overseas network is expanding Our partners Asia M&A Center (*NAC Global Co., Ltd.) Shanghai MYTS M&A Center (*MYTS Group) ASEAN M&A Center (*SCS Global Financial Advisory Pte Ltd.) Beijing M&A Center (*Uchida Soken Group) Our partners locations Alliance location

7 Our cross-border M&A records Year Electronic component assembly Information services Film processing Food manufacturing Apparel manufacturing Cosmetics wholesaling Toy manufacturing/wholesaling Machine trading Machine manufacturing Packing material trading Printing Film processing Machinery manufacturing Specialized equipment manufacturing Semiconductor component manufacturing PC-related product sales Semiconductor-related manufacturing Plastic-related products manufacturing Printing IT systems Electronic component assembly Construction company IT service Restaurant Construction Transferring Company China, Hong Kong, Malaysia U.S. Thailand Singapore, Thailand China, Hong Kong, Bangladesh U.S. U.S. China, Vietnam South Korea China, Hong Kong, Thailand Indonesia China, Hong Kong China, Hong Kong China, Hong Kong, Thailand, Vietnam Indonesia Thailand China, Hong Kon South Korea China Taiwan Taiwan China South Korea Thailand Indonesia India, Hong Kong, China, Myanmar Vietnam Phillines Singapore Singapore Acquiring Company Investing Information services Information services Investing company Plastic molding Food manufacturing Apparel trading Investing company Apparel manufacturing Specialized equipment manufacturing Machine manufacturing Packing material manufacturing Precision equipment manufacturing Metal parts trading Apparel manufacturing Investing Investing Machinery manufacturing Specialized equipment manufacturing Investing Investing Industrial equipment manufacturing Plastic-related products manufacturing Printing IT systems Electronic component assembly Construction company IT service Ceremony service Healthcare China China Thailand Hong Kong, China

8 M&A workflow Seller Buyer Individual consultation Retainer fee Signing of advisory agreement Material provision Business valuation Company analysis, industrial sector research, and the selection of prospective buyers Executive summary preparation (name not disclosed) Executive summary preparation (detailed, name disclosed) Nihon M&A Center Explanation of executive summary (name not disclosed) Signing of confidentiality agreement Explanation of executive summary (detailed, name disclosed) Signing of advisory agreement Provision of detailed individual materials Retainer fee CEO interviews, company visits We fulfill all of these roles. Negotiation of conditions such as price 1. Intermediation 2. Buy-side advisory service 3. Sell-side advisory service Signing of basic agreement Due diligence Negotiation of final terms Interim fee Signing of final agreement Contingent fee Contingent fee Delivery, settlement, and disclosure

9 One stop service Sourcing Phase 1 preparation developing M&A strategy, definition of target corporations feasibility studies drawing up the information memorandum Phase 2 matching long list, short list proposal approaching methods proposal proposition to the targets Execution Phase 3 negotiation corporate valuation, negotiation proposal of deal structuring handling the deal process and schedule Phase 4 execution support for drawing up contract drafts support for due diligence support for drawing up other documents PMI Phase 5 integration support for drawing up post merger integration plan running integration committee other services

10 One ASIA - Our goal is to become the top M&A firm in, and then in Asia! (Deal size) Large Domestic banks/ securities companies Major investment banks Medium Nihon M&A Center Small Community-based Small/midsize M&A boutiques National Overseas expansion Since our foundation in 1991, we have supported over 3,500 small- and medium-sized companies through friendly M&A transactions. Drawing on our experience and know-how, our expert team provides support for overseas company purchases (setting up operations overseas) and overseas company sales (withdrawing/relocating from overseas and executing overseas business successions). We pride ourselves in being the only company that is able to provide a high level of support, both in "quality" and "quantity," in cross-border M&As for not only major companies but also medium-sized companies. Classification Based on Transaction Amount: No. of M&A Cases in Major 6 ASEAN Countries (-2015) *Total of inbound (out-in) M&A cases for Singapore, Thailand, Malaysia, Vietnam, the Philippines, and Indonesia *Source: Survey by the Yano Research Institute Ltd >5,000 1,000~5, ~1,000 Adviser Major bank / securities company Local M&A Boutique Nihon M&A Center Ultra-large cases (>500) ~500 Large cases (100~500) ~100 10~50 1~10 <1 Cases not handled by major financial agencies Medium-scale cases (10~100) Small cases (1~10) (Unit: Million USD) Ultra-small cases (<1)

11 Contact us Cross-border M&A team members Yoshihiro YASUMARU General Manager Hiromitsu WATANABE Manager Masahiro NISHII Singapore Branch Manager Yusuke OJIMA Deputy Manager Profile Born in After working for a general trading company and audit corporation, he joined Nihon M&A Center in He was stationed in Indonesia for 6 years during his time with the trading company. Focusing on cross-border M&A in Asian countries, he has supported approximately 80 M&A projects (in locations such as Thailand, Singapore, Indonesia, Vietnam, China, Taiwan, South Korea, and Bangladesh). He has a great deal of M&A support experience in Asia entry, withdrawal, and relocation. US Certified Public Accountant. Profile Born in After working for Born in He joined Nihon a major chemicals manufacturer, he joined Nihon M&A Center in He earned his MBA at UK's Nottingham University (2004), and engaged in public to private management buyout (MBO) research at the Centre for Management Buy-out and Private Equity Research (CMBOR). With experience in multiple M&A support projects for listed companies, he has provided support in over 20 cross-border M&As M&A Center as a recent graduate in He cooperates with financial institutions to carry out M&A work in a wide variety of industries. After obtaining his MBA from the National University of Singapore, he opened the Singapore Branch in 2016 and was appointed branch manager the same year (residing in Singapore). He has experience assisting over 30 cross-border M&A cases. (including U.S., China, Hong Kong, Malaysia, Thailand, Vietnam, South Korea and India). Profile Profile Born in After working for a general trading company, he joined Nihon M&A Center in He was stationed in Indonesia for 3 years during his time with the trading company. He is well-versed in the ASEAN market, particularly manufacturing, and has a varied network. He has supported many acquisitions and capital collaboration of foreign corporations by ese corporations. crossborderma@nihon-ma.co.jp Website:

12 Singapore Office 59th Floor, UOB Plaza 1, 80 Raffles Place, Singapore, tel Tokyo Headquarters 24F TEKKO BUILDING, 1-8-2, Marunouchi, Chiyoda-ku, Tokyo Branches Osaka / Nagoya / Sapporo / Fukuoka