The M&A advisory services provided by Allied Inc. include those listed below. They can be tailored to the client’s needs and phase of transaction. In addition to normal services for M&A transactions between independent companies, Allied Inc. also provides services for management buyouts, business succession, and M&As for facilitating restructuring and business concentration within intra-group companies. Furthermore, by utilizing expertise in M&A, Allied Inc. provides advice on developing strategies against hostile approaches.

1．Research Phase

After we analyze the client’s industry market and competitive environment, we prepare a chart of the client’s relative position on the basis of strategic and financial factors. Factors affecting competitive advantage are defined by analyzing this information, and excesses and deficiencies in the client’s management resources are delineated.

(1) Analyze the client’s industry and market
(2) Comparatively analyze the client’s and competitors’ strategies and financial factors
(3) Conduct a financial analysis of the client’s past performance
(4) Prepare the client’s financial projection

2．Candidate Selection Phase

If M&A is determined to be an ideal solution to alleviate excesses/deficiencies in management resources and strengthen competitive advantages, Allied Inc. assists in the selection of candidates and develops an optimal structure on the basis of operational and financial factors.

(1) Comparatively analyze the acquisition or divestiture structure
(2) Develop strategic and tactical plans for initiating acquisition or divestiture
(3) Identify potential acquisition or divestiture candidates
(4) Comparatively analyze potential acquisition or divestiture candidates
(5) Determine the best acquisition or divestiture candidate and the best transaction structure

3. Negotiation Phase

Allied Inc. develops tactical plans for negotiation and establishes a communication line with the candidate by using the provisionary corporate valuation as a baseline. We prepare the schedule of actions to be taken during the closing of the transaction in addition to supervising all processes to ensure success.

(1) Determine the provisionary value of the acquisition or divestiture target
(2) Develop action plans to mitigate the risk factors determined to be associated with the acquisition or divestiture
(3) Contact the acquisition or divestiture target
(4) Organize meetings and communicate with the target
(5) Develop the schedule of actions
(6) Prepare the initial interest indication or letter of intent draft

4．Due Diligence Phase

Allied Inc. determines the scope of investigation for due diligence and identifies fields of data to be covered. We also coordinate the actual process of due diligence with a view to achieving maximum results with minimum expenditure.

(1) Determine the policy and the scope of due diligence
(2) Coordinate the due diligence team members (accountants, lawyers, consultants, etc.)
(3) Coordinate the on-site actual operation of due diligence
(4) Provide the central filing function
(5) Review the due diligence report

5．Memorandum of Understanding (MOU) and Other Reports Preparation Phase

On the basis of the results of the due diligence, Allied Inc. refines the valuation of the target company by assessing the management strategy and applying appropriate financial theories and prepares for price negotiation with the target company. Also, if needed, we assist in the preparation of reports to government authorities.

(1) Re-evaluate the provisionary valuation
(2) Verify the status of action plans to mitigate risk factors
(3) Prepare valuation reports on equity stock and business value
(4) Prepare the MOU draft
(5) Assist in negotiating the MOU
(6) Assist in preparing reports to be filed with the Ministry of Economy, Trade and Industry and the relevant stock exchange, etc.

6. Closing Phase

The final agreement is carefully reviewed to ensure that any discrepancies in understanding between both parties are fully resolved and all the agreed upon items and changes are appropriately worded, minimizing the risk factors. The closing steps are fine tuned to ensure the successful completion of the transaction.

(1) Review the final agreement during its preparation stage to ensure that all potential risk and financial factors are addressed
(2) Review the method of final payment

7. Other Services

Depending on the clients’ needs, additional services (at additional fees) are provided.

(1) Prepare fairness opinion letters
(2) Raise funds for acquisitions
(3) Any other additional assignments