About Healthcare Mergers and Acquisitions
"Renaissance" movement for the regeneration of human medical care.
Turnaround medical business revitalization
Opening of medical clinic in Singapore
＊5 to 10 times the number of beds compared to Europe, America, and EU
One-third the population and twice the number of hospitals compared to the United States
The trend of non-profitization due to medical corporation reform (revised law),
They are faced with the choice of merger or closure. Seen in response to coronavirus
Delays in emergency response, hotel accommodation for mildly ill patients, collapse of hospital functions,
lack of options, occurrence of unspent money,
Poor response to vaccinations, delays in treatment, doubling of patients for every disease,
half of the tax money, and wasted national funds.
About joint ventures, mergers, acquisitions and sales
Acquisitions and Dispositions
Japan and others
Globally compatible (cross-border) possible:
Overseas M&A support organization specializing in healthcare (Japan, America, Asia, EU).
Hospital sale project (possible acquisition project)
Hospitals Possible acquisitions
：1 project Ishikawa Prefecture 100 beds
：1 project with 200 beds in Osaka Prefecture
；Tokyo 1 project
Scope of our service: Nationwide and worldwide
Scope of Services:
Introduction of IT medical innovation technology, rationalization support
Available for medical ventures and small and medium-sized businesses (including clinics with beds)
Securing human resources, retaining human resources, and expanding into businesses in similar and different industries
Tie-up with Israeli healthcare company
Available for medical ventures and small and medium-sized companies (including clinics with beds)
Securing human resources, retaining human resources, advancing into different businesses of the same type
Healthcare M&A advisor, SME M&A advisor, Indian business advisor
How to proceed with M&A
A flow diagram explains how to proceed with general small and medium-sized M&A.
In order to prepare in advance, we explain how to ``consult with support organizations,'' ``confirm that there is no successor,'' and ``consider your vision and desired conditions after retirement.'' In addition, in order to carry out small and medium-sized M&A, it is necessary to "understand the current management situation and management issues (visualization)" and "improve management for business succession (refinement)". It points out that at the very least, it is necessary to organize and consolidate stocks, business assets, etc.
The general flow is explained below, and for each item, an overview of each stage and things to keep in mind are provided.
When to select/not select an intermediary/FA
Valuation (corporate value evaluation/business value evaluation)
Selection of recipient (matching)
Conclusion of basic agreement
Due diligence (DD)
Conclusion of final contract
This article describes the basic characteristics and points to keep in mind regarding M&A platforms, which have become rapidly popular in recent years.
As a basic feature, registration is free, which has greatly expanded the possibilities for small and medium-sized M&A even for small business operators, and improved access to information that only M&A specialist businesses could access has made it even more possible. It is now possible to conduct speedy negotiations, and it is hoped that companies will proactively utilize the M&A platform, recognizing that there are options other than going out of business.
Regarding "handling of information," the company states that due to the characteristics of the Internet, it is necessary to carefully consider what information should be disclosed, taking into account the risk of individuals being identified. We tell them that it is necessary to understand each company's system before using it.
In addition, ``M&A platforms are not suitable for projects that you want to proceed with in a truly confidential manner, and you will need to use an intermediary/FA,'' and ``A basic agreement after matching, conclusion of a final contract, and related negotiation of terms and conditions.'' In principle, the transferor and transferee parties will carry out specific procedures such as It is desirable to proceed with the procedure while receiving support from support organizations such as support centers and professional professionals, etc.'', which also describes the division of roles between the platform and support organizations. It also describes fees for M&A platforms and provides specific examples.
Business succession support center
The center is operated by an organization commissioned by the Ministry of Economy, Trade and Industry (prefectural chambers of commerce and industry, prefectural foundations, etc.), and provides a wide range of consultations related to business succession. The reference materials include a list of contact information for 48 locations nationwide.
Organizing your thoughts on fees for intermediaries and FAs
We provide an overview of fees related to M&A brokerage. The main fees are listed below.
Concerning "4. Success fee" above, it is said that in many cases, calculations are carried out according to a certain method based on one of the following three criteria, and while there are many cases where a minimum fee is set, the amount is also within the standard. As the prices differ depending on each intermediary/FA, it is recommended to compare them.
Transfer amount (transfer amount): Based on the transferred (transfer) amount.
Transferred total assets amount: Based on the transfer amount (transfer amount) plus the debt amount.
Net asset value: Based on the difference between assets and liabilities.
This article describes the ``Lehman method,'' which is often used as a method of calculating remuneration based on the above standard value. Even though they adopt the Lehmann method, many brokerage companies set a minimum commission because the ``base price'' will be smaller if the transferor is small. We also introduce various cases of brokerage fees based on specific examples.
Base price (yen) multiplied by percentage (%)
5% of the amount below 500 million yen
More than 500 million yen but less than 1 billion yen 4%
3% of the amount exceeding 1 billion yen and less than 5 billion yen
2% of the amount exceeding 5 billion yen and less than 10 billion yen
1% of the amount exceeding 10 billion yen
Fee: 5% flat rate
Need to consult regarding overseas
Basic stance as a support organization
The government expects support institutions to play a role that ``contributes to the promotion of small and medium-sized M&A in Japan by providing appropriate support at the decision-making stage of small and medium-sized enterprises and the subsequent procedures''; ``We are required to act truly and faithfully in the interests of our customers (customers).'' Furthermore, because each support organization has a different role, it is desirable for each support organization to proactively collaborate with other support organizations as necessary, rather than shouldering the burden on its own.
About each support organization
For each support organization, the characteristics of each support and points to keep in mind are described.
The characteristics of the support are as follows: ``A support organization that is a specialist in M&A intermediary business and FA business and plays an important role in realizing small and medium-sized M&A''; Although the business content, duty of care of a prudent manager, penalties, etc. are clarified, there is no permit or license system for M&A specialists, and there are no general laws and regulations in the industry. The report points out that in the case of specialized business operators lacking support experience and knowledge, there is a risk that operations may not be carried out appropriately. Therefore, specific action guidelines are provided for each process with the aim of ensuring transparency and fairness in the SME M&A market.
In addition, in view of the risk of conflicts of interest in the form of intermediary, in order to minimize that risk, the minimum measure is to "inform the transferor/receiver that you are an intermediary concluding a brokerage contract." ``Do not make decisions regarding processes that are likely to be based on the intentions of one party, such as valuation (corporate value evaluation/business value evaluation) and due diligence (DD)'' ``Assuming there is a risk of a conflict of interest.'' ``Explicitly explain to each party the matters to be covered.''
In addition, while acknowledging that there is a certain rationality in terms of the transferee's mindset and preventing the spread of information regarding the clause prohibiting concurrent requests to other M&A specialists (dedicated clause), small and medium-sized enterprises In order to make appropriate judgments, even if an exclusive clause is established, the scope of the clause should be limited as much as possible. In addition, so-called tail clauses (brokerage contract/FA contract) If the transferor and transferee conduct M&A within a certain period (tail period) after the termination of the contract, fees will be collected even though the contract has ended. While acknowledging a certain level of rationality regarding clauses in which the M&A specialist is involved, it is desirable to set the period to 2 to 3 years at the most. It states that the transfer should be limited to the recipient party introduced by the applicant.
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