DD&Valuation

Now, enhancing corporate value through mergers and acquisitions (M&A) and organizational restructuring are common practice in ensuring effective corporate management. However, since M&A and organizational restructuring are large-scale strategies that have risks attached to implementing them, simple M&A and organizational restructuring may not lead to an enhancement of the corporate value. Moreover, careful consideration is required for M&A and organizational restructuring since they may have the ability to greatly influence a company's accounting and tax. JBA provides clients with various support services for M&A, services that require a high degree of knowledge in both accounting and tax.

Financial Due Diligence

M&A Process Financial due diligence is a service that identifies the financial risk of a situation by investigating the business of the investment company or target company for M&A and provides clients with investigation reports.
When performing venture capital investments or M&A, the implementation of the investment or M&A that has not undergone a detailed investigation increases the risk of overlooking the target company's important issues and major risk areas. For the venture capital investments and M&A to result in success, performing financial due diligence is absolutely essential.
Our professional teams, with their great deal of expertise and practical experience, perform necessary and sufficient financial investigation and provide client with high quality reports.
Details

Valuation

The first step to succeed in organizational restructuring is to conduct a proper enterprise valuation. A common failure occurs in M&A when that acquirer pays a higher price than the reasonable value of a business. This is often a valuation (value estimation) issue.
We provide clients with high quality reports, prepared by our professional teams with a great deal of expertise and practical experience in the area of valuation.
Details

Advantages on Our Services

Approach to Financial Due Diligence

Approach to Financial Due Diligence We perform necessary and sufficient finance investigation on the following items that are required as part of a financial due diligence to determine and comprehensively report on the potential financial risk of the target company for M&A.

Advantages on Financial Due Diligence

Fundamental Analysis

We understand the information that is fundamental to the transaction, such as the target company's business, related company information, shareholder composition and related party transactions.

Income Statement Analysis

We understand the profit and loss structure and the financial trends of the target company through income statement analysis. Moreover, we determine whether there is any unrecognized revenue / expenses in the process of analysis.

Business Plan Analysis

We analyze the assumptions that are used in preparing the business plan and make sure that the business plan is not based on unreasonable assumptions. We also analyze the plan for consistency according to the revealed profit and loss structure above.

Balance Sheet Analysis

We understand the potential financial risk in the balance sheet through analysis, such as identifying the off-balance-sheet items and checking the existence and nonexistence of accounting mistakes and window dressings as well as the adequacy of the asset and liability valuations (to consider recognizing additional provisions and the necessity for any impairment).

Cash Flow Analysis

We understand the target company's cash flow structure and trends through analysis of the operating cash flow, investing cash flow analysis and financial cash flow analysis.

Internal Control Investigation

We identify any problems with the internal controls over the financial reporting process through our detailed financial investigation.


 


Approach to Valuation and it's Advantages

Approach to Valuation and it's Advantages We provide clients with valuation (value estimation) reports that contribute to M&A or corporate realignment, grant of stock options as well as other situations such as the calculation of enterprise value (stock value) or business value, calculation of merger ratio / stock exchange ratio and valuation of stock option.

Advantages on Valuation

Calculate enterprise value (stock value) and business value

We conduct a wide variety of valuations such as the enterprise value (stock value) and business value of the target company (public / nonpublic) in an M&A. Moreover, we evaluate the stock value in takeover bids (TOB) and management buyouts (MBO).

Calculate merger ratio and stock exchange ratio

We calculate the merger ratio and stock exchange rate at the implementation of an M&A.

Calculate the value of stock option

We determine the value of stock options using a widely held stock option valuation method, such as the Black-Scholes formula or binominal pricing model.



Our Strengths

Our Strengths

  • * Japan Business Assurance Co., Ltd. is the member of the Japanese Association of Turnaraund Professionals.



Past Performance

*Food-processing
  industry
Sales 5 billion yen Financial Due Diligence on the target company
*Printing Industry Sales 2 billion yen Financial Due Diligence on the target company
*Construction Industry Sales 10 billion yen Financial Due Diligence on the target company
*Software Development
  Industry
Sales 2 billion yen Financial Due Diligence on the target company
*Food-processing
  industry
Sales 5 billion yen Financial Due Diligence on the target company
*REIT Sales 7 billion yen Valuation of specific assets based on method of asset liquidation
*Food-processing
  industry
Sales 18 billion yen Financial Due Diligence and Business Valuation on the target company

Our Service

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