Merger and Acquisition Advisory | Brokerage

La Cuna provide vital insight into challenges in M&A strategy for clients, Taking advantage of our broad network of external alliances and liaison

Services

Support for preminalary review of merger and acquisition

The process of merging companies starts by addressing the factors leading to a M&A. We provide assistance in identifying your fundamental business objectives that will serve as the key foundation of the M&A.

M&A Planning

Strategic Planning is critical to a successful M&A. At this stage, we will help you recognize potential risks during the M&A process and create a concrete plan to minimize these risks.

M&A Advisory

Our proven expertise in M&A Consulting provides optimal solutions to our clients to execute the best deals out of mergers and acquisitions.

Due Diligence and Valuation (DD&VA Operation)

To ensure full transparency in the M&A value,  we perform a detailed examination and assessment of  the valuation of the target entity’s total operations including their finances, assets, and liabilities.

M&A Brokerage

The M&A process can be time consuming for both buyers and sellers. To facilitate the M&A smoothly, we provide brokerage services to our clients throughout the end-to-end process.

Post M&A Support

We provide post-M&A execution services to our clients to secure a seamless implementation of deals, maximize the forcasted value, and ensure the established objectives are met.

Fees

The free consultation is a place where we listen to your issues and thoughts before signing a contract, tell you what can be solved by M&A, and share with you an image of the cost and the whole acquisition fee. Whether you are selling or buying a company or business, we will not charge you any fees until you sign a formal agreement for us to act as your intermediary.

About Retainer Fee

Both sellers and buyers are required to pay an upfront fee at the time of signing the brokerage agreement with La Cuna, and we believe that this fee is the key to a successful M&A for the following reasons.

Both the “buyer” and “seller” can understand that the other party is serious and that there is little risk.

The companies introduced by La Cuna pay an up-front fee (Retainer Fee) to both the buyer and the seller. This means that there are no companies that say, “I’m just looking around,” and that both parties are serious about M&A and want to proceed with the business deal. This means that there is less risk when considering a partner, and both parties can proceed with a positive consideration, making it easier to create a good match.

We will do our best to do the most important “preliminary research, preparation of materials, and matching.

One of the possible risks of not charging a retainer fee is that it may end up selecting a candidate that focuses on “ease of closing” rather than pursuing the most effective match.
The key to a successful M&A is to find the ideal partner. In other words, it is of utmost importance to go through a careful investigation, research and consider all possible candidates.

Disadvantages of a zero-yen retainer fee
In the case of the intermediary company offer retainer fee 0 yen, there is certainly no initial burden, so the impression is good for the seller side, but since income does not enter unless it is made a contract when standing in the viewpoint of the intermediary company, high possibility in this situation it is necessary to make a contract closed earliest as possible.

Therefore, it tends to match with a repeat buyer (the buyer whom an the M&A intermediary can easily do). In addition, since the buyer is a repeat customer for the intermediary company, the buyer’s argument becomes easy to pass in order to have him buy again next time. In order to close the deal, it will not become an equal relationship by any means, such as forcing unreasonable conditions on the seller at the negotiation stage. Therefore, it is easy to break the contract.
This is just one example, but the fact that there is no initiation fee actually has many pitfalls.

Due Diligence Fee

Due diligence fees are the research costs for detailed investigations. It is mainly the business fees of external experts such as lawyers and accountants.

(From 500,000 JPY 〜   )

Contingency Fee

Compensation is received after the deal is closed.

We receive a success fee when the M&A is successfully completed. The calculation method is based on the Lehman method with variable rates. Our fee schedule is used by many regional financial institutions and accounting firms and is the standard fee structure for M&A of small and medium-sized companies, so please feel free to consult us.

Calculation on a moving total asset basis

In most cases, small and medium-sized companies calculate the transaction amount in M&A based on their net worth. However, if the contingency fee is also based on the transaction amount, a company with a large amount of debt will pay less in brokerage fees. It is not fair to the customer if the contingency fee differs depending on the size of the debt, even though the companies are the same size. In addition, in order to maximize the contingency fee, the corporate value may be calculated to be higher than the fair value, which may lead to the buyer grabbing a higher price or the other party may not have a match chance.
Since this does not ensure the “safety of the transaction” For M&A, we charge a success fee based on the total assets of the company (but at current market value).

Consultation on M&A

For corporate that is considering M&A 

Consultations are free of charge. We maintain strict confidentiality. If you have any questions about business transfer or business succession, We can help you.
Please contact us by submitting your querry to our La Cuna bot.

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