To sellers

With the rapid progress of globalization, many Japanese companies are investing overseas as a means to expand their global reach. Amidas Partners believes that a truly successful stock/business transfer is one that is realized over many folds of time and where an investor is able to thorough appreciates the original vision of the business.

Amidas Partners has established deep relationships with many leading organizations in Japan since its founding in 2006. Our abundant experience enable us to provide our clients with timely and accurate M&A-related services. We offer superior advisory services to meet our clients’ needs throughout each step of the cross-border M&A process to ensure a smooth completion and a successful outcome.

Total Support (Deal Management)

M&A Strategy and Policy Planning	Overall Process Management
M&A Strategy and Policy Planning	Specific Planning	Execution
Business portofolio analysis/evaluation and feasibility study M&A strategy planning Financial strategy & business program planning	Prior assessment evaluation Consideration of selling requirement, stracturing and schedule Preparation of necessary documents, etc. Initial valuation Candidate identification & negotiation Signing of Confidentiality Agreement	Negotiating initial terms and conditions, preparation and signing of Term Sheet Due diligence Company and business valuation Bidding, negotiation, preparation and signing of final contract Deal completion and closing

Specific Services (for Selling Business to Third-Parties)

Assisting M&A Strategy and Policy Planning

> Business portfolio analysis/evaluation:
We assess the role and status of each business in the company and prepare material for the initial decision whether or not to implement an M&A strategy.
> M&A strategy planning:
Based on an analysis of the present situation, we consider specific M&A strategies for individual business areas, and assess potential candidates and feasibility.
> Financial strategy & business program planning:
We draw up business programs or medium-term management plans to assess the impact of the M&A strategy on financial affairs.

Assisting Specific Planning

> Prior assessment/evaluation
After the decision is made to implement the M&A strategy, we identify issues that need to be considered beforehand, clarify premises, consider the type of deal and procedures, and provide other services to plan specific steps for the transaction.

● Assess the premises to be transferred
● Assess the transfer method (comparing advantages and disadvantages and simulating the financial impact by deal type)
● Prepare a final structure plan
● Perform initial valuation
● Plan a schedule and procedures (approach method and negotiation strategy)
● Consider other collateral conditions (treatment of management policies, employees, management, key customers, factories, etc.)
● Prepare other material (in-house briefing, proposals for candidates, etc.)

> Candidate identification & negotiation:
Based on an analysis of the present situation, we identify candidates and verify feasibility for the M&A strategy.

● Assist identifying candidates
● Prioritize selected candidates and plan the method of approach
● Approach candidates and gauge initial interest

> Conclusion of confidentiality agreement:
We conclude confidentiality agreements with candidates who show interest, and present the information after disclosing the client’s identity.

Assisting Execution

> Negotiation of conditions ~ basic agreement:
Based on the initial proposal from the candidates, we assist the client in all stages, from the planning of negotiation methods to actual negotiations with specific candidates.

● Gather information of the candidates
● Identify negotiation conditions: price, structuring, schedule, management policies, and other collateral conditions (treatment of employees, management, key customers, factories, etc.)
● Assist negotiations with the candidates
● Conclude a basic agreement with the candidates (prepare a memorandum)
> Due diligence:
When the potential acquirer conducts due diligence for the details of the business after the basic agreement is concluded, we assist our clients in establishing a system to facilitate the due diligence. In this event, we assure the information is controlled throughout, and we assess the best timing to disclose information to the potential acquirer and conduct interviews with key management accordingly.

● Provide operational assistance for undergoing due diligence
● Organizing corporate data
● Organizing and managing the place to disclose corporate information
● Organizing interviews with key management and factory visits
● Preparing for Q&A sessions, etc.
> Company and business valuation:
In making a management decision to execute an M&A strategy, valuation (price evaluation) is extremely important, and third-party appraisal is essential in helping the Board of Directors assess the situation. Amidas Partners performs the following valuation services according to client requests.

● In-house material for the pre-deal decision-making process
● Valuation material for negotiations
● Valuation report as a third-party appraisal for decision-making at board meetings
> Negotiation of final conditions and conclusion of contract:
We offer advice for final negotiations with the acquirer. Our collaboration with lawyers also assists in determining the transfer price, and developing risk mitigation measures. We provide assistance until the final contract is concluded.

● Negotiate the transfer price
● Reflect risk mitigation measures in the structure and contract
● Prepare the final contract ～ assist conclusion of the final contract
> Timely disclosure, IR, legal affairs, and deal completion (closing):
We provide the following post-contract services, assisting necessary legal procedures to comply with various laws and regulations, and stockholder relations.

● Assist various procedures to comply with company law, Financial Instruments and Exchange Act, antitrust laws, and other business regulations
● Assist timely disclosure to comply with stock exchange regulations and support investor relations (for listed companies)
● Assist the completion of the deal (bank settlements, preparation of necessary documents, and operational support for registration)