Startup M&A is gaining significant momentum in Japan.
While IPOs have traditionally been the primary exit strategy in the Japanese startup ecosystem, market shifts and intensifying global competition are rapidly driving a trend toward M&A as a strategic growth driver.
By combining startups’ innovative technologies and zero-to-one capabilities with large corporations' extensive resources—such as capital, customer bases, and brand power—we unlock exponential growth unattainable in isolation.
Integrating proprietary startup technology into established corporate platforms creates powerful synergies that accelerate business expansion.
Bridging the perspectives of both startups and established corporations, we go beyond transactional matching to unlock intrinsic corporate value and maximize long-term growth.
DATA INTELLIGENCE
EXPERT ADVISORY
VALUE CREATION
Our dedicated M&A team provides end-to-end support, from initial consultation through deal execution.
STEP
Seller
for Startups
Buyer
Initial Consultation
& Engagement
Initial Consultation
& Market Information Exchange
Initial Consultation
& Market Information Provision
Initial Consultation
& Market Information Exchange
Execution of Advisory Agreement (Seller)
Sourcing
& Proposal
Document Submission
Preparation & Teaser Proposal
Review of Teaser
Information Disclosure Consent
Confirmation of Disclosure Consent
Information Disclosure Request
Additional Document Submission
(as needed)
Preparation & Proposal of Information Memorandum
Review of Information Memorandum
Execution of Advisory Agreement (Buyer)
Management Meetings & Basic Agreement
Seller
Management Meeting
Buyer
Receipt of Letter of Intent
Review & Coordination of Letter of Intent
Submission of Letter of Intent
Execution of Basic Agreement
Due Diligence & Definitive Agreement
Due Diligence Response & Facilitation
Due Diligence Facilitation
& Coordination
Due Diligence Execution
Final Terms Negotiation
Final Terms Adjustment & Advisory
Final Terms Negotiation
Execution of Definitive Agreement
Seller
Buyer
Retainer fee
None
None
Interim payment
None
Yes
20% of the success fee
Success fee
Lehman Formula
Transfer price of shares, etc. × Rate
Minimum fee: None
Lehman Formula
Enterprise value (transfer price of shares, etc. + net interest-bearing debt) × Rate
Minimum fee: None
The Lehman Formula is a standard fee calculation method widely used by M&A advisory firms. It employs a tiered fee structure where the applicable rate decreases as the transaction value increases. For Buyers, success fees are calculated by applying the tiered rates to the Enterprise Value (share purchase price plus net interest-bearing debt). For Sellers, fees are based on Equity Value.
*There is no minimum fee.
Transaction Value (excluding tax)
Rate
Portion up to 500 million yen
5%
Portion between 500 million yen and 1 billion yen
4%
Portion between 1 billion yen and 5 billion yen
3%
Portion between 5 billion and 10 billion yen
2%
Portion over 10 billion yen
1%
