Drawing on expertise and experience, we deliver peace of mind through responsible support,
while providing a powerful gateway to the Vietnamese market.
We are a professional consulting firm specializing in M&A between Japan and Vietnam. Drawing on rich experience and deep market knowledge, we help Japanese companies make the most of growth opportunities in the Vietnamese market.
We currently handle over 100 M&A deals across a wide range of industries. Below are M&A deals seeking business succession or share transfer.
A Vietnamese offshore company providing comprehensive services from consulting to UX/UI design, web/app development, testing, and the maintenance and implementation of IT services. It has more than 200 engineers on staff, of whom roughly 30% are able to communicate in Japanese.
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The target company is one of the top 10 MEP (mechanical, electrical, plumbing) contractors in Vietnam, boasting more than 20 years of industry experience. It has project experience across a wide range of sectors, including commercial facilities, residential developments, hotels, and factories.
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Over the past 15 years, the target company has delivered high-quality services to more than 225 diverse clients across a range of fields, including mechanical design, equipment manufacturing, automotive-related parts manufacturing, and home-appliance manufacturing.
See moreBelow are examples of cross-border M&A deals we have supported.
At S&C, we apply a variety of approaches to reconcile the seller's expectations with the buyer's realistic terms. We thoroughly analyze the value of the brand, network, and licenses—and in particular the distinctive strengths of the industry—through the valuation of intangible assets, accurately reflecting factors that cannot be seen in financial data and incorporating into the price the future benefits the acquirer stands to enjoy.
We also provide highly reliable assessments by using valuation methods optimized for the industry characteristics and company circumstances of each transaction. This allows us to craft terms that both seller and buyer can accept, leading to a smooth and successful M&A process.
The S&C team not only conveyed the requirements of the Japanese side but also placed great emphasis on deepening M&A understanding and on careful communication. First, we provided a clear explanation of the basic M&A process and the importance of information disclosure, focusing on helping participants understand why Japanese companies request information.
We then held direct dialogue with the selling company, carefully explaining the background of the questions and the importance of information in M&A, and worked to build trust through a face-to-face approach. In the end, the seller came to understand the benefits of building a long-term partnership with a Japanese company, strengthened their intention to sell, and became cooperative in providing information.
At S&C, we review the books and records in advance and conduct a more thorough-than-usual preliminary due diligence (pre-DD) before signing the Letter of Intent (LOI), thereby identifying potential tax issues early. This allows you to recognize tax risks in advance and take optimal measures.
Furthermore, to guard against post-M&A risks, we detect gaps in accounting standards early and begin PMI even before the SPA (share purchase agreement) is concluded. With a deep understanding of these gaps, we can help you prepare a consolidation-adjustment package to ensure a smooth post-merger integration.
Comprehensive business support for companies considering entry into Vietnam — from market research and entry-strategy design to local entity incorporation, back-office tasks and business matching.
| Industry | Food manufacturer |
|---|---|
| Project | A popular brand with several hundred domestic stores and a presence in five countries planned a new entry into the Vietnamese market. |
| S&C's role | We conducted market research reflecting local consumer preferences and supported the assessment of franchise-expansion feasibility. |
| Industry | IT |
|---|---|
| Project | To open sales channels in Vietnam for a SaaS product researched and developed in Japan, the project advanced market research, local-partner selection, and sales-strategy design. |
| S&C's role | For risk hedging and cost reduction, rather than establishing a local entity, we supported an entry strategy that used another Vietnamese IT company as an agent to confirm sales demand, and helped source local agents and conclude an MOU. |
| Industry | Agriculture |
|---|---|
| Project | A project introducing Japan's advanced crop-protection technology to drive growing demand for organic rice in Vietnam. |
| S&C's role | We helped arrange appointments with Vietnamese government agencies and major private enterprises, and delivered a presentation to the Minister of Agriculture. As a result, under the Minister's guidance, we are now advancing a pilot introduction together with two of Vietnam's top companies. |
What impressed me was the ability to connect with senior figures in Vietnam—including the Minister of Agriculture and Environment—together with the quality of interpretation in our working sessions. Your company not only grasped our intentions accurately but also conveyed the full nuance of the Japanese language, thereby earning the trust of senior local partners. Your company was an indispensable factor in the successful execution of this project.
Thanks to S&C’s support, we successfully signed a three-party memorandum of understanding (MOU) with the National Agricultural Extension Center of Vietnam, the major agricultural group LOC TROI, and NEWGREEN. We look forward to continuing to work with your company over the next five years to implement the contents agreed upon in the MOU.
Quality of results and communication.
Your company proposed research content that exceeded our initial expectations, and the quality of the deliverables likewise surpassed our expectations. In particular, the advisor's participation in each meeting provided valuable additional comments and suggestions, significantly enhancing our confidence in the survey results.
It would be our honor to have the opportunity to work together again in the future.
We received support that exceeded our expectations on many fronts. We especially value the following points:
Proactive and effective project management. At a time when our company did not yet have sufficient staff, your company consistently took the initiative in leading the projects. This gave us peace of mind and a sense of comprehensive support.
Deep and broad knowledge of doing business in Vietnam. Going beyond company formation, accounting, and tax, you delved into detailed, practical issues. You continually collaborated with law and accounting firms to provide accurate, reliable advice.
Execution capability and partner sourcing. Starting from initially unclear requirements, you understood our intentions well and completed the entire process: building a high-quality shortlist, approaching suppliers, and conducting professional valuation and financial negotiations.
Deep product understanding and in-depth business support. Even though our product is a specialized item, your company proactively studied it in depth and provided high-quality business support and translation services that went far beyond the role of ordinary interpretation.
Fast turnaround and outstanding professional ethics. All work was carried out quickly. Thanks to the professionalism, honesty, and wonderful character of Vi and Ha, the project proceeded smoothly.
Co-Founder
通称：竹田 杏奈
| Yokohama National University | Graduated, Faculty of Business Administration (JASSO full scholarship) |
| While enrolled | Passed the Japanese CPA examination |
| After graduation | Audit work at the International Division, Deloitte Touche Tohmatsu |
President & CEO of S&C (Solara & Co Vietnam) / Co-Founder
| Yokohama National University | Graduated, Faculty of Business Administration (JASSO full scholarship) |
| While enrolled | Japan Productivity Center, Global Consulting Team (first cohort of interns) |
| University of Bern | Exchange study; joined the M&A and management doctoral programs |
| While enrolled | Founded Eco Village; launched Japan–Vietnam trade and export business |
| After graduation | Presales Team Lead, Tata Consultancy Services Japan |
| After leaving TCS Japan | Senior Management Consultant at KPMG Consulting |
| From 2024 | President & CEO of S&C (Solara & Co Vietnam) |
We welcome "GIC," a Japanese association of SME management consultants with over 40 years of achievement, as senior advisors — delivering high-quality consulting under their hands-on support.
With over 20 years of experience including six years posted in the United States, he has delivered training and consulting in more than 30 countries. After working on business planning and management development, he engaged in overseas technical cooperation and productivity support, guiding local companies and supporting Japanese firms in Singapore, Vietnam and elsewhere.
At IBM Japan he led system-development and business-reform consulting mainly for manufacturing, bringing many global projects to success. Building on DX support, he specializes in business-process reform and core-system transformation.
With about 40 years of business experience, he has handled establishing overseas bases and management across seven countries in the West and Asia. Rich in TSE First Section listing and M&A experience, his strength is crafting management strategy grounded in financial analysis.
Founder and director of a global software e-commerce company. Winner of the Chair’s Prize at the Kanagawa Business Audition. He specializes in business turnaround, IT utilization, cross-border e-commerce and subsidy-application support.
Over 30 years at general trading houses and pharmaceutical companies, he worked mainly in sales and marketing. With 11 years posted overseas, he offers a “one-stop service” spanning business planning, finance, HR and manufacturing management. He has proposal experience at hospitals such as Bach Mai and Cho Ray.
