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M&Aアドバイザリー

"influX" - A Network Connecting Businesses

influX services

We want to approach other countries with different languages

M&Aが子会社設立、代理店契約などより 適しているケース

Local and Global Influencer Casting 

  • Influencers from various countries are registered

  • Casting can be focused on specific products or services

  • Secondary use of posts is possible

提供サービス

Local and Global Influencer Casting 

  • Influencers from various countries are registered

  • Casting can be focused on specific products or services

  • Secondary use of posts is possible

influX services

Step 1. Free consultation

Step 1. Free consultation

We asked the president about his thoughts and concerns.

We will explain your options. All consultations will be kept strictly confidential.

Step 2. Brokerage contract

Step 2. Brokerage contract

Based on the premise of the target company's basic provision,

Advisory agreement signed.

Step 3. Conclusion of confidentiality agreement and disclosure of your company's materials

Step 3. Conclusion of confidentiality agreement and disclosure of your company's materials

Materials disclosed for corporate value calculation.

Meeting to discuss transfer scheme and schedule.

Step 4. Calculation of enterprise value and presentation of candidate companies

Step 4. Calculation of enterprise value and presentation of candidate companies

Based on the data, we will take into account industry trends and performance.

Calculate the selling price and present potential companies.

Step 5. Approach and negotiate with potential buyers

Step 5. Approaching and negotiating with potential buyers

We approached potential buyers,

Specific information will be disclosed after a confidentiality agreement is signed.

Step 6. Conclusion of the memorandum of understanding

Step 6. Conclusion of the basic agreement

Negotiating terms with potential buyers,

The sale price and schedule are decided. A letter of intent is signed.

Step 6. Acquisition/sale audit (due diligence)

Step 6. Acquisition/sales audit (due diligence)

Accountants and lawyers conduct financial and legal investigations (due diligence).

Step 6. Conclusion of the final agreement and execution of the transfer (closing)

Step 6. Signing the final contract and executing the transfer
(Closing)

Prepare the final transfer agreement and complete the procedures for the transfer of shares and business.

influX services

Local and Global Influencer Casting 

Discounted Cash Flow Method (DCF Method) This method evaluates the cash flows that a company is expected to generate in the future by converting them into present value using a discount rate. This method is suitable for companies with growth potential because it can reflect the company's future profitability.

procedure

  1. Create future cash flow projections

  2. Set a discount rate (usually the weighted average cost of capital: WACC)

  3. Calculate the present value of cash flows using a discount rate

  4. Calculate the enterprise value

Capitalization Rate Method This is a method of valuing a company by multiplying its profits for a certain period (usually one year) by a certain rate. It is suitable for companies with stable profits.

Local and Global Influencer Casting 

Comparable Company Comparison Method: Valuation is based on the stock prices of listed similar companies and recent M&A transactions of competitors. This method is effective when comparable companies exist, as it is based on market valuation.

procedure

  1. Select similar companies or transactions

  2. Calculate valuation multiples based on sales, profits, EBITDA, and other indicators

  3. Calculate the company value by multiplying the financial data of SMEs by this multiple

Local and Global Influencer Casting 

Net Asset Method Valuation is based on a company's net assets (total assets minus total liabilities). Since the value of assets is the main valuation criterion, this method is suitable for companies with a large amount of tangible assets such as real estate and machinery and equipment.

procedure

  1. Valuing a company's assets and liabilities

  2. Calculate the market value of assets and subtract liabilities to calculate the net worth.

Liquidation Value Method: Valuing a company based on the value it would receive if it were liquidated. This method is appropriate for companies in financial difficulty or those planning to exit the industry.

Local and Global Influencer Casting 

■Multiple Method

It is a simple method of valuation based on profits (operating profit, net profit, EBITDA, etc.) and sales. It is easy to evaluate using the industry average multiple, but it may not be suitable for companies with large fluctuations in performance.

■ Earnings multiple method (P/E ratio, EV/EBITDA ratio, etc.)

The company's profits are multiplied by the industry average multiple to determine its value, and this method is also based on a comparison with similar companies.

■Points to note when evaluating small and medium-sized enterprises

  • Growth potential: Small and medium-sized enterprises with high growth potential are likely to have large future cash flows, so methods that focus on future value, such as the DCF method, are effective.

  • Market environment: The overall industry situation and trends in the M&A market also affect corporate valuation, so market approach considerations are also important.

  • Dependence on management: Since small and medium-sized enterprises are often dependent on their management, factors such as the risk of change in management and the degree of dependence on specific customers are also taken into consideration.

The above methods are used appropriately depending on the situation. In M&A of small and medium-sized enterprises, these valuation methods are often combined to determine the corporate value from a comprehensive perspective.

influX services

Our fees will be determined in consultation with our clients based on the following methods:

1. Fixed Retainer Fee

This is a fee that you pay once the M&A process has begun. It is usually a fixed fee for the research and preparation work required for the project, set on a monthly or project basis.

Generally, the amount will range from several hundred thousand yen to several million yen, and will be set after consultation.

2. Success Fee

This is the fee paid if the M&A is actually concluded. It is usually a percentage of the total transaction amount. The percentage varies depending on the size of the transaction, but the "Lehmann method" is often used:

■ Example of the Lehman method

  • Up to 500 million yen: 5%

  • Between 500 million and 1 billion yen: 4%

  • 1 billion to 5 billion yen: 3%

  • 5 billion to 10 billion yen: 2%

  • Over 10 billion yen: 1%

Based on this, the higher the acquisition price, the higher the compensation.

The compensation will be calculated as "total transaction amount x percentage".

3.Other Expenses

There may be additional costs for investigations, lawyers' fees, accountants' fees, etc.

We will request these fees only after obtaining prior consent from the client.

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