To acquirers and investors

From making an acquisition to forming a capital alliance, strategic M&A has become an important means in enhancing corporate value.

Recognizing the value of an opportunity while identifying the potential risk in advance are essential for making an informed decision on strategic M&A.

To realize this value requires the foresight in mitigating legal, tax, and financial risk, the ability to tactical negotiate on behalf of our clients and the confidence to overcome challenges to ensure a smooth closing process. In order to carry out the roles and duties expected from a professional advisor, Amidas Partners will support our clients at every step of the deal process, utilizing our knowledge and expertise while working in tandem with industry specialist to provide prudent advice in achieving success for our clients.

Total Support (Deal Management)

Specific Services (for Selling Business to Third-Parties)

M&A Strategy and Policy Planning

  • > Business portfolio analysis/evaluation:
    We perform an assessment of our clients’ businesses and provide tools and reports that will help identify and determine potential M&A opportunities.
  • > M&A strategy planning:
    We provide a list of candidates and assess the feasibility based on a dedicated study of the current status of the business and offer M&A strategies for each business area for our clients.
  • > Financial modeling & business program planning:
    We help develop the business plan and mid-term management plan to assess the financial impact of an M&A strategy.

Deal Planning

  • > Prior assessment/evaluation of acquisitions and policymaking:
    Once the decision has been reached to execute an M&A, we help establish an M&A strategy that includes identifying key issues, deal type and options, and defining an appropriate framework for a successful acquisition.
    ● Assess the investment ratio and other premises
    ● Assess the acquisition 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
  • > Non-Disclosure Agreement / Confidentiality Agreement:
    Post signing of the Confidentiality Agreement and disclosing of our clients to the counterparty, we further initiate the process through an exchange of relevant information.

Deal Execution

  • > Negotiation of conditions ~ Negotiating conditions for Term Sheet:
    We assist clients in all stages, from developing the approach to the actual negotiations with the counterparty/acquisition candidate.
    ● Research and analysis on acquisition candidate
    ● Identify key terms and conditions: price, structuring, schedule, management policies, and other key conditions (such as the treatment of employees, management, key customers, factories, etc.)
    ● Assist in the negotiations with acquisition candidate
    ● Preparation and drafting of documentation (Term Sheets / Letter of Intent)
  • > Due diligence:
    In acquisitions, it is extremely important to engage lawyers, accountants, tax consultants, and other specialists to perform due diligence of the target company (in terms of business, accounting, tax and legal affairs, human resources, etc.). Amidas Partners offers operational support in due diligence, and based on the results, identifies the risks accompanying deal execution and aspects that would impact the price in order to assess how negotiations should proceed.
    ● Facilitate and assist in due diligence (assigning of specialists, organizing interviews with key management and on site visits, controlling various materials and information, preparing for Q&A sessions, etc.)
    ● Plan negotiation strategy based on due diligence findings
  • > 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. Valuation also has a great impact on the ex-post assessment of investment recovery including the cost of amortization of goodwill. 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
  • > Negotiations and signing of the final contract:
    Based on the findings from the due diligence, we offer advice and assist in the negotiations process to help deliver the most optimal outcome for our clients. We also assist in determining the transfer price, provide risk mitigating measures, and work in tandem with lawyers in the preparation and signing of the final contract.
    ● Negotiate transfer price
    ● Incorporate risk mitigants in the structure and contract
    ● Prepare the final contract and assist procedures to the signing 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)
Services
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