service - WellBear.inc-global

OUR SERVICE

Cross-border M&A Platform Business

01 / Cross-border M&A Platform Business

Our platform, "WellBear M&A," operates as a global M&A matching service. Through the provision of detailed buyer acquisition strategies, preferences, and conditions, we facilitate the global matching of buyers with sellers. Our services encompass strategic planning and PMI, catering to the needs of IT companies, with a particular focus on the Asian market, notably in Vietnam. Leveraging our team's hands-on experience and network in this region, we offer comprehensive support throughout the entire M&A process.

02 / WellBear Acqui-Hire

WellBear Acqui-Hire

Outsourcing the recruitment and training of dozens to hundreds of engineers to international IT firms, followed by local hiring in batches.

Our system involves a Vietnamese IT company deploying hired personnel with relevant technical expertise to establish a local team, overseeing the recruitment and training of new staff, and subsequently transferring the hired workforce (or the entire company) to the new entity. This service is designed to build a team ranging from several dozen to several hundred people. We offer comprehensive support for local engineer recruitment, including office space rental, local incorporation assistance, back-office support, and local management guidance.

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03 / M&A advisory business

M&A advisory business

We provide comprehensive advisory services for M&A transactions in Japan and globally.

With a proven track record in numerous successful M&A and PMI transactions both in Japan and internationally, our team of professionals is equipped to engage not only in the DD process, but also in shaping the M&A strategy layer. From the initial planning to the execution of the M&A deal, our services include target identification, development of a customized sourcing list, on-site evaluations, negotiation of terms and conditions, DD and PMI activities aligned with the client's business objectives. Our support extends beyond the matching process on our platform to scenarios where clients are in direct negotiations or have been matched through other platforms.

M&A Flow

Phase 1

Approx. 1~2 months

Development of Acquisition Strategies

Tasks

Define the acquisition's purpose and its potential benefits for both the acquiring company and the target company (e.g., enhancing scale through access to development resources, offering stable projects to the target company, etc.).
Establish key criteria for identifying suitable acquisition targets (e.g., operating margin, sales growth rate, number of developers, geographic location, etc.).

Milestones

Defining clear M&A objectives.

Ensuring alignment with the overall company strategy.

Establishing acquisition criteria.

Structuring financing options.

Timeline

Completion of deliverables within 3-5 weeks.

Phase 2

Approx. 2 - 3 Months

Target Screening

Tasks

Identify and assess potential target companies based on predefined acquisition criteria to compile a long list of acquisition candidates.
Initiate contact with the identified companies.
Conduct on-site visits to verify their interest in selling and to gather rough terms and conditions.

Milestones

Developing a screening strategy for acquisition targets.

Compiling a long list of candidate companies based on acquisition criteria.

Initiating contact and interviews with the identified targets.

Creating a short list based on the outcomes of the interviews and contacts.

Timeline

6 - 8 Weeks

Phase 3

Approx. 1 - 2 Months

Negotiation of Valuation Ranges

Tasks

Upon establishing interest in an acquisition, execute a NDA to secure access to management and financial data
Calculate the valuation range
Check the range of valuations from the seller.
Calculate valuations based on fundamental information and propose reasonable offers.

Milestone

Analysis of benchmark companies

Compiling valuation data

Investment models including buyout ratios, earnout structures, etc.

Timeline

3-4 weeks

Phase 4

Approx. 1 - 2 months

Negotiations

Tasks

Defining the acquisition ratio, terms of purchase for any remaining interest (if not a 100% acquisition), and the vesting schedule.
Non-competition agreements, post-acquisition employment terms for key personnel, SO grants and terms, earn-outs, etc.
Determining the fundamental terms and conditions of the acquisition, with particular emphasis on 6.7.
Establishing exclusive negotiation rights as an important matter excluding 6.7.

Milestones

Finalizing the investment model.

Signing of MOU/LOI

Timeline

2-3 weeks

Phase 5

Approx. 3 - 4 months

DD and Signing of Contract

Tasks

Conducting a comprehensive risk assessment of the target company, encompassing financial, legal, business, tax, environmental, and IT aspects, leveraging both specialized expertise and internal resources.
Facilitating negotiations and execution of a stock transfer agreement/shareholder agreement.
Negotiating and finalizing detailed terms and conditions essential for the acquisition, aligning them with the provisions outlined in the MOU and the findings of the DD.

Milestones

Executing various DD

Reviewing/negotiating counter proposals for risk items discovered in the DD

Preparing important contracts such as share transfer agreement/shareholder agreement, etc.

Timeline

5 - 8 weeks

Phase 6

Approx. 1 month

Closing

Tasks

Upon contract execution, finalize the deal upon satisfaction of all preconditions for the acquisition, such as settling outstanding obligations (e.g., unpaid overtime) and obtaining necessary business licenses (in cases of unauthorized operations), etc.
Transferring the acquisition funds post-closure, utilizing an escrow account if deemed appropriate.

Milestones

Verifying the fulfillment of acquisition prerequisites.

Confirming acquisition registration and resolution of other legal formalities.

Payment (if cash)

Closing

Timeline

2 - 4 weeks

Phase 7

Indefinite

Commencing of PMI

Tasks

Overseeing the gradual integration of operations, internal systems, evaluation mechanisms, and other relevant aspects within the same Group company.

Milestones

Timeline

Development of Acquisition Strategies

This process involves defining the purpose of the acquisition, identifying potential target companies, establishing the purchase price, conducting financial evaluations, addressing legal considerations, and formulating a comprehensive post-acquisition integration plan. Additionally, the associated risks must be carefully assessed.

The development of an acquisition strategy is integral to a company's overall growth strategy, with post-acquisition integration planning being a critical component. The development of an acquisition strategy often necessitates the expertise of professionals, such as investment banks and M&A advisors.

Target Screening

Target screening encompasses a range of methodologies, typically including the following processes: Objective setting, Market research, Data collection, Evaluation, Negotiation

These processes play a significant role in M&A. Effective screening of potential candidates not only enhances the likelihood of a successful acquisition but also maximizes post-acquisition synergies.

Negotiation of Valuation Ranges

To bridge the valuation gaps between the target company and the acquiring entity, a comprehensive exchange of specific financial data and future business prospects is initiated. This process is further supported by conducting a thorough due diligence, involving expert assessments of both the business and financial aspects, to derive more precise and accurate valuations.

Investment Scheme

Investment schemes vary depending on the investment policies and objectives of investors or investment funds. It is imperative for investors and investment funds to choose the investment scheme that aligns best with their respective investment objectives.

PMI

We facilitate the development and execution of the Management Domain, Business Promotion Domain, Administrative Domain, and Communication Domain. Our expert consultants provide comprehensive oversight and guidance as integration facilitators.

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Our Expertise in Cross-Border M&A

Our focus lies in matching companies with a strong presence in IT and environmental technology, possessing unique domestic and international networks.

Scale

・Sales: 500 million to 10 billion yen

・Number of Employees: 50 - 1,000

In the initial phase, as a team, we will During the initial phase, our team will specialize in providing expertise to small and medium-sized companies with a robust track record in M&A, offering comprehensive assistance tailored to your needs.

Industry

During the initial phase, our team will offer services encompassing not only M&A-related activities but also leveraging our extensive hands-on experience in business and development within the IT sector. Over the medium to long term, our goal is to expand our network to include areas such as environmental technology.

Region

Asia (Vietnam, India, the Philippines)

During the initial phase, our expansion efforts will primarily focus on Asia, leveraging our established network of local business partners in the region. Subsequently, we intend to extend our reach to encompass North America, Western Europe, Eastern Europe, and the Middle East.

Providing PMI support in DX

Additionally, our team members, who possess substantial business expertise in the IT domain, along with our network of international IT business partners, enable us to provide comprehensive PMI support following M&A transactions.

Organizational Support

Where necessary, we will collaborate with a trusted local partner to aid the acquired company in establishing its organizational framework. This includes activities such as local staff recruitment, the development of an evaluation system, and the provision of training.

Business Support

For businesses operating in the IT sector, our team members, with extensive experience in business development within this industry, offer consultancy services encompassing sales and marketing. Additionally, we provide support in back-office operations, including the integration of management accounting processes.

Tax and Legal Support

Through our network of esteemed tax and legal firms abroad, we offer comprehensive DD services and continuous post-acquisition support.

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