※Selected Transactions

• Advisor to a major telecommunications component manufacturer on its acquisition of an American telecommunications module venture company. Allied Inc. provided a full line of services including review of the business plan, corporate valuation analysis, negotiation with the sellers including VC, advice on due diligence, examination of the acquisition scheme, review of the agreement documents and advice on post merger integration. We also provided support on conducting negotiations with a government-backed investment fund to resell a portion of the shares following the acquisition.

• Sell-side advisor on the divestiture of a local CATV provider. Allied Inc. provided a comprehensive range of advisory services including preparing the information memorandum, identifying potential buyer candidates, negotiating with the potential buyers, corporate valuation analysis, arranging due diligence on site, and reviewing the agreement documents. Despite the worsening market conditions for CATV providers under the increasing competition among telecommunications carriers, the transaction was successfully completed with the company fully acknowledging the potentiality of the target company.

• Advisor to a major chemical manufacturer on selling the shares of an American medical equipment venture company of which the company was the largest shareholder. Allied Inc. offered support in the decision-making process, reviewing the venture company’s development schedule and cash flow situation, and provided advice on financing arrangements, negotiation with the potential buyer, and reviewing the agreement documents. We accomplished the sell-off of the venture company’s shares with Earn-Out provisions by managing its tight finances and averting its liquidation.

• Advisor to a major Japanese real estate company on its stock acquisition of an office-building holding company in Vietnam. Allied Inc. provided advisory services including advice on negotiations with the seller and due diligence, valuation of the purchase price, and review of the agreement documents. This was the first overseas transaction for the real estate company.

• Advisor to the largest cooperative insurer in Japan on its equity financing, which was required to restructure itself into a fully licensed life insurance company in accordance with Amendment to Insurance Business Law of Japan. Services of Allied Inc. included; design of transaction structure adopting corporate division and shares of different classes; enterprise valuation analysis in cooperation with an actuary company; and negotiation with prospective investors. Allied’s mission was completed by obtaining insurance license and financing from investors. This is the one and only case where an “unregulated cooperative insurer” became a licensed life insurance company.

• Advisor to a precision machine manufacturer on its acquisition of an industry rival’s health care machinery division. The industry leader commands 50% of the Japanese market while the companies involved in this deal, ranked second and third, jointly hold the other half of the market share in this industry.

• Advisor on a capital alliance transaction between two transportation giants. Allied Inc. advised a major freight forwarder on its execution of a partnership strategy through a capital injection from another transportation company.

• Advisor on the acquisition of a resort properties operator by a major real estate company under the supervision of Industrial Revitalization Corp. of Japan, a government-backed entity. Allied Inc. proposed using a debt-equity swap acquisition structure and achieved tax benefits from the significantly negative net worth of the target company.

• Advisor to a major transportation vehicle manufacturer on its divestiture of a non-primary business operation to restructure its financial conditions. Allied Inc. developed the divestiture plan, organized and managed the due diligence team, and supervised the transaction process.

• Advisor to a major electronics manufacturer on its investment in a specialized semi-conductor designing company in the United States. Allied Inc. performed due diligence in the U.S., prepared the valuation analysis, reviewed the primary agreement, and provided the fairness opinion letter.

• Advisor to a major cable manufacturer on its majority share acquisition of a European automotive parts supplier. Allied Inc. provided a full line of services including strategic assessment, negotiation with the shareholders of the target company, due diligence on site, corporate valuation analysis, and review of the primary agreements. The transaction provided the client with a strategically important operational base in Europe.

• Advisor to a major U.S. chemical manufacturer on its merger of its two Japanese subsidiaries. Allied Inc. designed the merger structure, valuated the companies to determine the merger ratio, drafted the primary agreement, and coordinated with supervising governmental authorities such as the Japan Fair Trade Commission. We accomplished the transaction smoothly and quickly by frequently communicating with the client’s senior management, including those in the U.S. headquarters.