SERVICE
Domestic M&A Service
- Business Succession M&A
(mainly transactions of 30 million yen or more in value) - Looking for a company to be the successor for our business
Japan has a declining birthrate and an aging population, and there is a shortage of successors. Many people are concerned about the future of their employees and their own management. We support our clients in finding successors for their companies, both in Japan and overseas, and selling them through M&A or other means.
Are you in trouble with this issue?
- M&A search and acquisition support（Getting more and more difficult to continue the business, it’s about time to let go M&A search and acquisition support: To acquire a domestic company to strengthen and diversify its business.）
- Business is getting more difficut and we want to sell it
Selling non-core business (concentrate in the core business; spin off the unnecessary business originated from over-diversification) - Many companies have businesses that were launched as new businesses in the past and have grown moderately, but are still struggling to grow due to the lack of successors or inability to allocate capital in a preferential manner. We can help you find a buyer for such non-core businesses.
- We are a start-up company that finds it difficuly to launch an IPO; we want to sell our business
Stared-up support （To support client that is a start-up company and look for an investor to support the business） - Start-up companies require entrepreneurs to endure the process of launching the business, bringing the product/service to market, and monetizing the product/service alone, and to keep the funding in place. We support companies in the early stage stage and beyond in their search for capital alliance partners.
- Domestic ・ Overseas M&A Information Service Global Gate M&A
- Global Gate has a network of M&A-related institutions around the world , including Japan , and collects and provides fresh M&A information both domestically and internationally .
- Tie-up with overseas financial institutions .
- More than 400 regular projects
WORKS
Achievements Support
- 01
- Business succession project for a local manufacturer holding a certain market share in a niche field
The owner of an optical equipment manufacturer with a certain market share in a niche field was getting old and wished to come up with a succession plan. Making full use of our network of domestic financial institutions, we recruited companies throughout Japan that wished to take over the business. In the end, a company in the Kanto region took over the business. Although the company’s sales remained flat and it was slightly profitable, it had developed a new product and obtained related patents. The acquisition was made based on the judgment that a certain level of synergy could be realized by taking over this new product. Throughout the project, we provided full support such as performing consultation, listing up potential buyers, performing matching, negotiation of terms and conditions, due diligence and drafting of contracts, and executing the closing.
- 02
- Logistics business succession cases
The aging owner of a logistics company in the Tokyo metropolitan area wished to sell the property due to the difficulty in finding a successor. We prepared the basic documents and information memorandum for the sale of the company, and solicited successors throughout Japan via financial institutions. We also found and matched with a company from the Hokuriku region that wished to acquire our client company as a foothold for expansion into the Tokyo metropolitan area. We have the tools to help the client expand nationwide at once through our collaboration with financial institutions, and we are able to screen out buyers with anti-social behavior or poor performance to a certain degree at an early stage through our collaboration with financial institutions, and then perform matching for the client.
FLOW
Flow from order to contract
- STEP01
- Teaser Disclosure
You will receive a project outline (Teaser) with initial information. Please review the contents.
- STEP02
- NDA Conclusion
If you are interested in the contents, we will conclude an NDA (Non-Disclosure Agreement).
- STEP03
- Information Disclosure
After concluding the NDA, we disclose information in two phases. If you are interested in acquiring more information after the initial disclosure, we will disclose more detailed information.
- STEP04
- Interview
If you are interested in the project during the initial review, we will set up a top-management meeting. We will be available for questions and answers.
- STEP05
- Signing of Letter of
Intent to Invest
If we proceed further, we will conclude a Letter of Intent (LOI). We will disclose the information for DD.
- STEP06
- DD, Valuation
A DD vendor (lawyer/accountant) is appointed to execute due diligence and valuation.
- STEP07
- Documentation
An Underwriting Contract for Third-Party Allotment is prepared.
- STEP08
- Signing
An Underwriting Contract for Third-Party Allotment is signed.
- STEP09
- Settlement
Settlement is executed in accordance with the agreement.
FAQ
Q&A
- When can I start consulting with you?
- If you are concerned about the future continuation of your business, or if you are struggling to liquidate unprofitable divisions, please contact us. If you have any concerns at any stage during the M&A process, please feel free to contact us at any time.
- When do fees begin to accrue?
- The “Business Interim Fee” is accrued upon formal receipt of the Letter of Intent to Invest (LOI) by the seller.
However, the timing of fee accrual is flexible, so please feel free to consult with us.
- What differentiates Global Gate’s domestic M&A services from other competitors?
- Our company originally started out as a consulting firm, and we can provide comprehensive advice not only on M&A, but also on business restructuring, business reorganization, human resource reinforcement, alliances with outside companies, and strengthening of sales channels.
- What are your strengths?
- Our strength for sellers is our access to all of Japan through our financial institution partnerships. We supply project information to more than 1,000 bankers every week, and if there is a company of interest among our financial institution clients, we can receive introductions via financial institutions. Buyer introductions are made in a situation where credit and other concerns are dispelled to a certain degree. Our strength for buyers is that we receive information on a wide variety of projects for sale from all over the country, so we are able to provide a wide range of information on a wide variety of projects. We also have small overseas deals, so we can obtain information on overseas M&A that is an extension of domestic M&A in Japan. We have a stock of 400-500 deals for sale at any given time.
PRICE
Price list
- M&A contract amount ※1
- Domestic Projects
- Contract fee
- None
- interim operations payment ※2
- Proposal per individual project
- Retainer fee
- None
- Minimum commission fee
- 5 million yen
- 0-50 million yen portion
- 5 million yen
- 50 million yen – 100 million yen portion
- 6.0 %
- 100 million yen – 300 million yen portion
- 5.5 %
- 300 million – 500 million yen portion
- 5.0 %
- 500 million yen – 1 billion yen portion
- 4.0 %
- 1 billion yen – 5 billion yen portion
- 3.0 %
※１ M&A contract amount: based on the larger of the stock transfer contract or the moving asset amount
※２ Business Interim Payment: Accrues upon formal receipt of Letter of Intent to Invest (LOI) by the seller
Compliance with Small and Medium M&A Guidelines
As a registered M&A support organization, Globalgate Corporation declares that it complies with the items listed in the “Small and Medium M&A Guidelines” set forth by the Small and Medium Enterprise Agency.
- Details of compliance declared
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Conclusion of Brokerage and FA Agreements With respect to the conclusion of brokerage and FA agreements, we will conclude brokerage or FA agreements that conform to the actual conditions of the type of business, provide clear explanations of important matters pertaining to brokerage and FA agreements to the client prior to conclusion of the agreement, and obtain the client’s understanding of the agreement.
The following points are particularly important and will be explained.The difference between an intermediary who concludes a contract with both parties and advises both parties, and an FA who concludes a contract with only one party and advises only one party, and the characteristics of each.
Scope and content of services provided (matching, valuation, negotiation, scheme planning, etc.)
Matters related to fees (calculation criteria, amount, timing of payment, etc.)
Confidentiality (facts subject to confidentiality, partial termination of confidentiality obligations to professional officers, etc.)
Dedication clause (availability of second opinion, etc.)
Tail provisions (tail period, target M&A, etc.)
- Contract Term
- If the client specifies that the brokerage or FA agreement can be terminated mid-contract, matters regarding such mid-contract termination
Conclusion of the Final Agreement We urge the client to reconfirm the conclusion of the Final Agreement to ensure that there are no omissions in the agreement.
- Regarding Closing
- Regarding the closing, we make specific arrangements for the closing and confirm that the consideration for the transfer has been securely received by the transferee on the day of the closing.
- Regarding the full-time clause
-
With regard to the full-time clause, we will act in compliance with the following points in particular
(1) We will make clear to the intermediary/FA the areas in which the client wishes to seek opinions from other support organizations, and if there is no reasonable reason to prevent this, we will allow the client to seek a second opinion from other support organizations. However, consideration shall be given to information management, such as prohibiting the disclosure of information on the other party, or limiting the consultation to persons who are legally or contractually obligated to maintain confidentiality, or to public institutions such as the Business Succession and Succession Support Center.
In the case of a full-time clause, the term of the contract should be set within 6 months to 1 year at the maximum.
A clause stating that the client can terminate the brokerage contract or FA contract at will (including verbal or explicit statements) should also be provided. (including verbal statements) that the client can terminate the brokerage or FA contract at will.
Tail Clauses We will act in accordance with the following points.
Tail clauses should be in place for a period of at most two to three years.
Tail clauses are limited to only those transferees that the M&A specialist concerned has been involved in or contacted by and introduced to the transferee.
Special provisions when acting as an intermediary When acting as an intermediary, the following points must be observed in particular.
Before concluding a brokerage contract, we inform both parties that we are a broker who concludes brokerage contracts with both the transferor and the transferee (in particular, if the brokerage contract stipulates that we will receive commissions from both parties, we will so inform them).
Explicitly explain to each party, in advance of the conclusion of the brokerage agreement, any matters (*) that are assumed to be a potential conflict of interest between the two parties. (*Example: While it is easier to expect communication and smooth execution of procedures between the two parties since a contract is concluded with both the transferor and the transferee, it is not necessarily important only to maximize the amount of the transfer.
In addition, if the Company separately recognizes a matter that may cause a conflict of interest between the two parties (including information that is advantageous or disadvantageous only to one party), the Company shall take measures to avoid such a conflict of interest. In the event that the Company becomes aware of a potential conflict of interest between the two parties (including information that is favorable or unfavorable to only one party), the Company will explicitly disclose information in this regard to each party in a timely manner.
We do not conduct a definitive valuation, but inform the client that we will seek opinions from professionals and other experts as necessary.
If we present the results of a valuation to both parties as an estimate or provisional amount that we have calculated ourselves (a simplified valuation) as reference material, we will clearly indicate to both parties the following points(1) That the valuation is not a definitive valuation, but rather a simplified calculation for reference purposes only.
(2) If one party’s intentions, opinions, etc. were taken into account in the simplified valuation, the details of such intentions, opinions, etc.
(3) Opinions of experts such as professionals may be sought as necessary.
The client shall not conduct due diligence on its own and shall not decide on the conclusion regarding the contents of the due diligence report, and the client shall be informed to seek opinions from professionals and other experts as necessary.
Matters other than those described above in the Guidelines for Small and Medium-sized M&A In addition to the above, we will act in accordance with the intent of the Guidelines for Small and Medium-sized M&A.
