We are a professional consulting firm specializing in Japan–Vietnam M&A. Leveraging deep experience and market knowledge, we help Japanese companies make the most of growth opportunities in the Vietnamese market.
Our advisors are well versed in the markets, regulations and cultures of both Vietnam and Japan, ensuring cross-border M&A negotiations proceed smoothly and deals succeed.
Drawing on a network of trusted local partners and industry leaders built over many years in the Vietnamese market, we quickly identify and propose the most suitable divestiture or acquisition targets.
Even after the deal closes we maintain a monitoring period, supporting communication and the integration process between the parties.
We are also proud of our track record of matching deals in as little as six months.
By putting ourselves in the buyer’s shoes and conducting a thorough initial interview, we clarify the goals of overseas expansion. From there we design the optimal M&A strategy and efficiently find the right local partner in a short timeframe, carefully supporting you all the way through to the final Share Purchase Agreement (SPA).
In PMI (post-merger support) as well, we provide expert advice and hands-on assistance to ensure a smooth deal completion.
Accurate, comprehensive due diligence is essential to a successful M&A process. We provide expert, reliable due diligence across the following areas, strongly supporting your transaction decisions.
We analyze the target company’s financial position in detail — profitability, cash flow and financial risk — providing solid data to underpin investment decisions and price negotiations.
We assess IT systems, infrastructure and security to clarify technical risks and areas for improvement, proposing the optimal due-diligence service to fit your needs.
We thoroughly review contracts, licenses and compliance status, providing insight to minimize legal risk.
We analyze workforce composition, compensation structures and employment contracts to evaluate organizational stability and post-deal integration risk.
We identify tax risks and latent issues, advising on how to avoid unexpected burdens after the transaction.
We scrutinize the market environment, competitive landscape and business plan to evaluate the target’s growth potential and strategic value.
With specialized PMI support attuned to the differences between Vietnam and Japan, we minimize post-M&A risk and deliver a smooth integration.
Smooth communication that understands Japanese corporate culture and builds trust
Many of our members have lived in Japan for extended periods and bring a deep understanding of Japanese corporate culture and business practices. Respecting Japan’s distinctive values and decision-making processes, we provide flexible, dependable service that meets Japanese clients’ expectations. This cultural understanding greatly smooths the Japan–Vietnam M&A process.
Industry-specialized networks that find the ideal deal
We have built strong partnerships across industries, allowing us to propose the most suitable divestiture or acquisition opportunities quickly and precisely. Even when existing deals don’t fit your requirements, our flexibility creates new opportunities — with a track record of matching in as little as 30 days.
Reassuring, reliable M&A service from Big 4-trained CPAs
Our team includes advisors from world-renowned Big 4 firms such as Deloitte Japan and KPMG Consulting Japan, along with members holding the Japanese CPA qualification and CFA Level 2. Seasoned experts with a track record of 40+ M&A deals provide optimal advice throughout the entire M&A process, living up to our clients’ expectations.
Unique challenges of Vietnamese-company M&A
Many Vietnamese companies keep more than one set of accounting books to reduce their tax burden. This makes it hard to grasp the true state of the business, and can require significant cost and time during due diligence (DD) and post-merger integration (PMI). In particular, there may be a residual risk of back-tax assessment by the authorities after acquisition.
At S&C, before signing the LOI (letter of intent) we review the books in advance and conduct a more thorough-than-usual pre-DD to detect potential tax issues early. This lets us recognize tax risk ahead of time and take the best countermeasures. Furthermore, to hedge post-M&A risk, we sense gaps in accounting standards in advance and begin PMI before the SPA (sale and purchase agreement) is signed. With a full grasp of the gaps, we support preparation of the consolidation-adjustment package to achieve a smooth post-merger integration.
Valuation-negotiation support in the sale of a specialty food trading company
A gap in expected price between seller and buyer is an unavoidable challenge in M&A. For sellers especially, the company is a treasured entity nurtured over many years, and a mere “market price” often fails to satisfy. In this deal the seller presented a target price more than five times the market value, and at first we could not even get to the negotiating table.
S&C conducted a valuation focused on future value, intangible assets and synergy effects, and proposed an “earn-out scheme” to reduce the buyer’s risk while creating conditions under which a higher price could be accepted. Through such negotiation ingenuity, we moved the talks forward in a way that satisfied both seller and buyer. At S&C we take various approaches to reconcile the seller’s wishes with the buyer’s realistic conditions. Through intangible-asset valuation we thoroughly analyze brand value, networks, licenses and — especially — the unique strengths particular to the industry, appropriately reflecting elements not visible in financial data, and incorporating into the price the future synergies the buyer can enjoy. We also apply valuation methods optimized for each deal’s industry characteristics and company situation to provide highly reliable assessments. This builds terms both sides can readily accept, leading the M&A process smoothly to success.
A conveyor company with waning sale motivation: the challenge and our solution
At a Vietnamese conveyor-manufacturing company, there was no established culture of routinely analyzing and compiling sales and profit data. As a result, it was difficult to respond quickly to detailed questions from the Japanese side, and responses were delayed. As this continued, motivation to sell declined, and ultimately the company refused to answer the Japanese side’s questions.
The S&C team focused not just on conveying the Japanese side’s requests but on raising M&A literacy and communicating with care. First, we clearly explained the basic M&A process and the importance of information disclosure, helping the seller understand why the Japanese company sought the information. We then held repeated direct dialogues with the selling company, carefully explaining the background of each question and the importance of information in M&A. Through face-to-face engagement we worked to build a relationship of trust. In the end the seller understood the benefits of building a long-term partnership with the Japanese company, firmed up its intention to sell, and cooperated actively in providing the necessary information.
