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18 th Asia Business Conference February 2, 2008

Presented By: Nobuhiko Masuto. 18 th Asia Business Conference February 2, 2008. Growth in the Japanese M&A Market – What are the Drivers & Will it Last?. The Japanese M&A market has been growing tremendously in recent years and it is anticipated that this trend will continue. # of Deals.

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18 th Asia Business Conference February 2, 2008

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  1. Presented By: Nobuhiko Masuto 18th Asia Business ConferenceFebruary 2, 2008

  2. Growth in the Japanese M&A Market – What are the Drivers & Will it Last? • The Japanese M&A market has been growing tremendously in recent years and it is anticipated that this trend will continue. # of Deals (07: Jan. – Sept.) Source: Recof

  3. Other 36% U.S. 47% Japan 6% U.K. 11% Tremendous Growth Potential in the Japanese Market • Global M&A Market - % by Country • Japanese M&A market is still immature • Potential to expand 3-5 times current levels • M&A Market Size vs. GDP Japan 3.7% U.K. 13.4% U.S.10.3% Source: Thomson Financial, OECD

  4. Changes in the Type of Deals Being Pursued Late1990’s ~Early 2000 Current - M&A by healthy corporate(larger deals) - PE Fund driven M&A - Cross-border deals - Distressed M&A - Hostile M&A - Divestitures of non-core businesses - MBO/ De-listing - Group company restructuring - Smaller distressed deals - Non-core spin-offs - Group restructuring

  5. Background Drivers of Japan’s Changing M&A Market • Shareholders with various investment measures – short-sighted investment efficiency requirement • Limited growth expectation in every Japanese domestic market • Fiercer global competition • Restructured Japanese financial sector • End of corporate governance by banks • Establishment of more sophisticated M&A rules

  6. Recent Trends in the Japanese M&A Market Increase in: • M&A deals driven not only by PE funds but also by strategic corporate buyers  → auction, consortium, etc. • Strategic in-out cross-border deals - actively seeking market share, geographical expansion and IP overseas • Acquisitions of Japanese companies by foreign companies (out-in) – representing next step in strengthening strategic alliances • Deals associated with sector consolidation (retailers, domestic airlines, etc.) • Divestitures of non-core businesses by large company groups • Public M&A deals from hostile actions of financial buyers (increased cross-shareholdings, but not going back to the old days!) • Introduction of poison pills by public companies in every sector • MBO/ going private deals • Small private M&A deals for the purpose of business succession Decrease in: • M&A deals for purposes of diversification of business lines • Large restructuring deals

  7. Increasing Cross-Border M&A Deals • The number of acquisitions of Japan assets by foreign companies (“out in”) is increasing significantly. There was an increase of 80.6% for the period 1/07-9/07 vs. the same period for the prior year. # of Deals (07: Jan. – Sept.) Source: Recof

  8. Cross-Border M&A Activity has Spanned All Industries • Every sector is seeing cross-border activity and the size of deals has also been significant with landmark deals, such as Ricoh’s acquisition of IBM’s printing division and Citigroup’s acquisition of Nikko Securities, shown below. Financial Services Industry Pharma Automotive Mfg. Telecom Food Services Retail JT - Gallaher Orix -Houlihan Ricoh - IBM Autobacs - Autofin IN-OUT Takeda -Syrrx Nidec -Valeo Softbank- - Vodafone Citigroup -Nikko Securities Bosch -ZEXEL Compass -Seiyo Food Wal-Mart -Seiyu OUT-IN Roche -Chugai Daimler – Mitsubishi Fuso Vodafone -Nippon Telecom

  9. Deal Size Country Rank Announce Buyer Target Target Sector US$ million 1 2006/12/15 JT Gallaher Group PLC 15,024 Agricultural Production UK Construction Contractors & 2 2006/1/23 TOSHIBA Corp. Westinghouse Electric Co. LLC 5,400 UK Eng. Svcs. Tokyo Electric Power Co, Inc. / Electric, Gas Water & Sanitary 3 2006/12/12 Mirant Asia Pacific Ltd. 3,420 US Marubeni Corp. Services 4 2006/2/27 Nippon Sheet Glass Co. Ltd. Pilkington PLC 3,042 Stone, Clay & Glass UK Brokerage, Investment & 5 2006/11/2 Nomura Holdings, Inc. Instinet LLC 1,200 US Mgmt. Consulting Industrial & Farm Equipment & 6 2006/10/4 Daikin Industries Ltd. OYL Industries Bhd. 1,129 MY Machinery Automotive Products & 7 2006/12/5 Bridgestone Corp. Bandag, Inc. 990 US Accessories 8 2007/7/5 Fast Retailing Co., Ltd. Barneys New York, Inc. 950 Retail US Fortress Investment Group Brokerage, Investment & 9 2006/12/19 Nomura Holdings, Inc. 888 US (Hedge Funds) Mgmt. Consulting Industrial & Farm Equipment & 10 2006/5/18 Daikin Industries Ltd. OYL Industries Bhd. 825 MY Machinery Top 10 Announced Japan Acquisitions of Foreign Assets (“In-Out”) (1/06-10/07) Source: Factset

  10. Deal Size Rank Announce Buyer Target Buyer Sector Country US$ million 1 2007/3/6 Citigroup, Inc. Nikko Cordial Corp. 7,702 Banking & Finance US 2 2007/10/2 Citigroup, Inc. Nikko Cordial Corp. 4,710 Banking & Finance US Brokerage, Investment & 3 2007/4/13 Morgan Stanley Hotels owned by ANA 2,358 US Mgmt. Consulting Brokerage, Investment & 4 2007/2/15 Steel Partners LLC Sapporo Holdings Ltd. 1,282 US Mgmt. Consulting 5 2006/2/2 Vivendi SA Universal Studios, Inc. 1,154 Printing & Publishing FR 6 2007/2/19 Volvo AB Nissan Diesel Motor Co., Ltd. 1,083 Autos & Trucks SE Construction Contractors & 7 2006/10/4 The Shaw Group, Inc. 1,080 US Westinghouse Acquisition Eng. Svcs. Chemicals, Paints & 8 2006/12/21 Air Liquide SA Japan Air Gases Ltd. 777 FR Coatings 9 2007/3/1 Delek Group Ltd. RoadChef Motorways Ltd. 734 Oil & Gas IL Brokerage, Investment & 10 2007/8/24 MBK Partners Ltd. Yayoi Co., Ltd. 613 KR Mgmt. Consulting Top 10 Announced Foreign Acquisitions of Japanese Assets (“Out-In”) (1/06-10/07) Source: Factset

  11. Buyout Fund Environment Japanese M&A Market Corporate Restructuring Needs Financing M&A Deals (Bank/ Fund) Stay Capacity of Management Supply

  12. (No. of Deals) Number of Buyout Deal Investment by PE Fund Number of Sale by PE Fund (No. of Deals) Buyout Deals by PE Funds in Japan • The Japanese buyout market has been dramatically expanding. There are has been an increase in the number of PE funds focusing upon Japanese corporations and the size of the deals has been large. • However, the level of its popularity is still lower than that in the Western countries and there is more room for expansion with more flexibility of investment criteria. • With the increase in investments by PE funds, secondary M&A activities by through portfolio companies are increasing. Source: MARR 2/2006

  13. Role of PE Funds in Japan • Japanese corporate have gained an understanding of how PE fund can contribute to corporate growth. Enhancement of Corporate Governance Introduction of Advanced Corporate Finance Methods Business Support • Support business / strategic planning • Bring business alliance ideas by fully utilizing fund network • Create synergies with other portfolio companies • Other senior advisors of fund provide advice on various operational/ business issues • Increase efficiency of management through sending directors/ auditors • May strengthen management by sending CEO/ CFO • Drive management improvement through external governance • Support improvement of internal control systems • Plan business restructuring and M&A and give execution support • Review and try to achieve optimum capitalization (e.g. repackage debt) • Provide financial advice on securitization of unutilized assets, etc. Increased Value through Unleashing Potential IPO in 3~5 years or Sale to future strategic partner/ other fund

  14. Likely Targets of PE Funds • Asset Driven • Remedy • Large net cash (large distributable dividend) • Large surplus on B/S • Large unrealized assets • Effective use of cash (CAPEX/ M&A) • Effective use of assets • Optimizing enterprise value • Pro-active IR (investor relations) • Recapitalization of group companies • Share Price Driven • Low PBR • Small market capitalization • Other • Low ratio of stable shareholders • Complicated cross shareholdings in group capital structure • Fragmented sector

  15. Acquiring Advised The Carlyle Group August, 2005 Case Study: Acquisition of Japanese Subsidiary by PE Fund (Carlyle) • Situation Overview • GCA, based on its knowledge of Shionogi & Co. Ltd. (“Shionogi”) operations, recommended that Shionogi consider divesting its Qualicaps Group, which manufactured hard capsules used in the pharmaceutical and health and nutrition industries. • GCA identified Carlyle Japan Partners (“Carlyle”) as a potential buyer. Carlyle requested that GCA serve as its lead financial advisor in the prospective transaction. • While Carlyle presented a potential exclusive offer to Shionogi, in order to meet its fiduciary responsibilities, Shionogi proceeded the transaction with a competitive bid process. • Successfully executed the first transaction where a major Japanese pharmaceutical company spun-off operations to a foreign private equity fund among other strategic buyers. • GCA devised several unique structures that would enable Carlyle to have a competitive advantage in the bidding process.

  16. Situation Overview Ricoh’s corporate strategy included becoming a leading global provider of output and print solutions. IBM’s strategy included putting a greater focus on software and services, while the hardware business was seen to have an important strategic role. As IBM’s Printing Systems Division was well-integrated into the businesses in over 100countries, the division had to be carved out before being sold to the third party. Results By forming the joint venture between IBM and Ricoh instead of outright sale of the division to Ricoh, it becomes essential for both parties to establish a cooperative relationship for the success of the joint venture. Ricoh initially acquired 51 percent of the joint venture, called the InfoPrint Solutions Company, with Ricoh progressively acquiring the remaining 49 percent over the next three years as the joint venture evolves into a fully owned subsidiary of Ricoh. Final consideration will be determined at the end of the three-year period based upon the joint venture’s performance. Formation of Joint Venture between and Advised Ricoh X B Country A Case Study: Cross-Border Joint Venture US-Japan (Ricoh/ IBM) June 2007 Pre-transaction Carve-outs At closing At the end of JV period cash cash IBM IBM Ricoh IBM Ricoh IBM 51% remainingstake US ・・・ ・・・ A X JV JV : printer business ・・・ ・・・ ・・・ A B X A B X A B X

  17. Case Study: Corporate Hostile M&A Battle (Oji Paper VS Hokuetsu Paper) • An landmark hostile M&A battle involving a large Japanese corporate in • an industry facing extreme consolidation. • Is a hostile TOB by corporate achievable? • Appropriateness and effectiveness of defense measure • Timing of introduction to poison pill • Judgment of independent committee • Fight on banning issuance of warrant • Opinion of independent committee • Policy difference by type of shareholder • Does shareholders tender their shares to TOB? • Meaning of TOB price and price for 3rd party allotment (new issue) • Strategic buyer/ white knight as defense measure • Accountability to local community and employees of Hokuetsu • More…… TOB Price By Oji Paper 813 yen 800 yen Purchase Price by Nihon Paper Premium Synergy 635 yen Stand-alone Value 607 yen Market Price @ 7/21 Price for 3rd Party Allotment to Mitsubishi Corp.

  18. Squeeze out through Triangular Share Exchange by TOB of the Common Stock of by Advised Nikko Cordial Corporation Advised Nikko Cordial Corporation March, 2007 January 2008 Case Study: Citigroup Acquired Nikko Cordial through TOB and Subsequently Squeeze out • Situation Overview • Nikko Cordial Securities, Inc. (“Nikko”), one of the largest Japanese brokerage houses in terms of revenue, faced a sharp stock decline and threat of delisting after it announced earnings for the past two fiscal years would be restated due to "inappropriate accounting." • Citigroup, Nikko’s partner in an 8-year old investment banking venture, in an attempt to avoid a crisis of confidence and protect the value of its stakeholders, proposed a Tender Offer in the amount of 1,350 yen per share. Citigroup executed TOB for 1,700 yen per share through its wholly owned subsidiary, Citigroup Japan Holdings, and successfully completed it with more than 50% voting rights in March 2007. • Since then, Citigroup bought more shares in Nikko through Citigroup Japan Holding from the stock market up until 68%, whereby they obtained enough voting rights for merger on its own. • Subsequently, in October 2007, Citigroup announced that it would bring Nikko into a wholly-owned subsidiary through a triangular share exchange transaction, resulting in Nikko being de-listed from the Tokyo Stock Exchange. (1st transaction using a triangle merger method lifted in May 2007) • Citigroup Japan Holdings is scheduled to be listed on the Tokyo Stock Exchange and the Japanese shareholders who would receive the Citigroup shares through the triangle share exchange transaction can trade in the market. • Squeeze Out Transaction Scheme Citigroup Japan Holdings 100% subsidiary 100% subsidiary Nikko shares SHs Distribute Citi shares Nikko (Japan) Citigroup (U.S.)

  19. Increased Opportunities to Invest in Japanese Corporations • Increased number of out-in cross-border M&A transactions • More remarkable/sizable out-in cross-border M&A deals • Accelerated changes in the general mindset of Japanese corporate management • There is no longer a negative image associated with selling/spinning off a company • More focused business plans based upon competitiveness and resource allocation • Reduction in rejection of the idea of doing a transaction with foreigners • More favorable to partner with strong foreign companies than to be controlled by a foreign financial buyer • Substantially decrease in cross-shareholdings and quiet and non-economical shareholders • Increase in foreign shareholder ratio in Japanese public company • More westernized corporate governance, accountable disclosure system, transparent accounting system and new M&A rule – triangle merger • Japanese M&A financing market still in good condition

  20. Key Approach to M&A in Japan • Hostile approach should be avoided • Strategic partnership on core business should be emphasized – “strategically focused” • Ideally, a substantial local presence should be established as a first step – “be patient” • Continue analyzing and communicating with target companies to determine the best timing for approach

  21. Desirable M&A for Japanese Companies • How do Japanese companies currently view M&A? • Tool to achieve “Selection & Focus” policy for improvement of ROI • Method for obtaining required resources (e.g. operational assets and human resources) required for growth • Method to provide investors with good exit • Always target a win-win scenario between seller and buyer (Value for seller <FMV < Value for buyer) • Furthermore, structure M&A as substantially beneficial for shareholders of both companies and employees and all the other stakeholders of target companies, ideally including its customers and vendors • Continuous strategic approach and message to top management of target company based on the clear view and strong commitment to realize proposed synergy

  22. Organization • GCA Holding Corporation (“Holdings”) enables both the M&A Advisory Group and the Investment Group to better serve both clients and investors. • Under the management principle of For Client's Best Interest, Holdings lets its affiliated companies provide the best quality M&A solutions more effectively. • GCA was established in 2004 in response to the recognized need in the Japanese marketplace for conflict-free, unbiased M&A advisory services. • GCA ranks consistently on league tables and earned the #1 spot for Japan related transactions in Q12007. • GCA America, a wholly owned subsidiary of GCA, was established in 2007 in response to the demand for cross-border M&A services by GCA clients. GCA America has offices in both New York and San Francisco. Mezzanine Corporation (“MCo”) is the first independent, full-fledged mezzanine fund in Japan • MCo, with raised capital of JPY68.7billion, was established to identify investment opportunities that yield superior returns. MCo’s competitive advantage lies in its strong deal sourcing network and superior structuring capabilities. Due Diligence Corporation (“DCo”) is an independent M&A due diligence company • While other institutions, such as large accounting firms, are often unable to meet the needs of their clients due to conflicts, DCo is able to respond to client requests quickly and offer superior highly confidential due diligence services. In order to fully meet and exceed client expectations and ensure client success, DCo offers value-added services throughout the process and after the close of the transaction.

  23. 1/1/2007 - 12/31/2007 Transaction Mkt. No. Financial Advisor Value US$m Rank Share Deals Nomura 34,468.8 1 22.4% 155 Citigroup 23,032.6 2 15.0% 96 GCA 21,966.5 3 14.3% 25 Merrill Lynch 21,133.8 4 13.7% 20 Goldman Sachs & Co 18,965.2 5 12.3% 31 Mitsubishi UFJ Financial Group 18,394.1 6 12.0% 113 Morgan Stanley 17,502.7 7 11.4% 29 Mizuho Financial Group 16,020.8 8 10.4% 101 Daiwa Securities SMBC 15,077.4 9 9.8% 130 JP Morgan 14,032.3 10 9.1% 23 KPMG Corporate Finance 11,265.4 11 7.3% 42 Lehman Brothers 10,887.5 12 7.1% 15 UBS 10,320.3 13 6.7% 28 Credit Suisse 6,301.9 14 4.1% 7 Deutshce Bank AG 5,611.7 15 3.7% 17 Source: Thomson Financial Position in the Japanese Market • Despite having been founded in 2004, the high demand for GCA’s services allows GCA to consistently ranks high on the league tables due to strong demand for independent M&A Advisory Services. Any Japanese involvement Announced 1/1/2007 – 6/30/2007 Any Japanese involvement Completed Any Japanese involvement Announced 1/1/2006 - 12/31/2006 1/1/2007 - 12/31/2007 1/1/2006 - 12/31/2006 Transaction Mkt. No. Financial Advisor Value US$m Rank Share Deals Citigroup 38,239.1 1 29.6% 27 Goldman Sachs & Co 37,141.6 2 28.8% 25 Nomura 36,364.2 3 28.2% 122 UBS 34,662.9 4 26.9% 22 Daiwa Securities SMBC 31,616.5 5 24.5% 114 Mizuho Financial Group 26,284.5 6 20.4% 101 Merrill Lynch 20,801.2 7 16.1% 18 Deutshce Bank AG 18,146.4 8 14.1% 4 KPMG FAS 16,558.6 9 12.8% 34 JP Morgan 11,691.4 10 9.1% 8 Morgan Stanley 10,815.5 11 8.4% 14 Rothschild 9,077.2 12 7.0% 5 Mitsubishi UFJ Financial Group 7,787.2 13 6.0% 139 GCA 6,807.8 14 5.3% 14 Credit Suisse 6,713.9 15 5.2% 7 Source: Thomson Financial

  24. M&A Advisory Financial Advisory Services Capital Markets Advisory Transaction Type Restructuring 4% Other7% MBO 3% Hostile Takeover Defense 10% Buyside41% Corporate Valuation 14% Sellside16% Structuring5% GCA Business Lines • GCA offers both investment banking as well as transaction related financial advisory services. GCA’s goal is to meet all of its clients transaction needs. • Mergers/Acquisitions • Divestitures • Joint Ventures and Strategic Alliances • Going Private Transactions • Management Buy Outs • Leveraged Buyouts • Cross-Border Transactions • Distressed M&A • Corporate Restructuring • Take Over Bid Defense • M&A Strategic Alternatives Assessment • M&A/IPO Analysis • Valuation • Due Diligence • Tax Planning • Fairness Opinions • Investor Relations Planning • Post Merger Integration • M&A Financing • Capital Structure Assessment • Capital Sourcing • Senior debt • Subordinated debt • Preferred stock • DIP Financing

  25. Mitsubishi Material Regarding restructuring of Mitsubishi Material’s two subsidiaries Valuation for sales of resort business from Daiwa House Industry Co., Ltd. to Daiwa Resort Co., Ltd. Divestiture and sale of nursing home business of Provided valuation and merger ratio calculation report for the merger between Acquisition by Arrangement of third party allotment of Asamizu Corporation Business merger between Acquisition of Selling LPG business under Civil Rehabilitation Law to of to Kenwood Corporation and SPARX International and to by Advised Mitsubishi Shindoh Co.,Ltd. & Sambo Copper Alloy Co., Ltd.. Advised Green Tokyo Co., Ltd. Advised Itochu Corporation Advised Asamizu Corporation Advised Alfresa Holdings Corporation Advised Daiwa House Co., Ltd. Advised Shinko Securities Advised ORIX Corporation Advised Kenwood Corporation October, 2007 February, 2007 In Progress Mar, 2007 August, 2007 August, 2007 July, 2007 June, 2007 June, 2007 Equity and business alliance between TOB of the Common Stock of by Formation of Joint Venture between Business tie-up and TOB to MBO & Going Private by managements of OMRON ENTERTAINMENT Share acquisition of and and by Implementing defense practice on hostile takeover Advised FURYU HD, a SPC for the MBO Advised Matsuzakaya Advised Nikko Cordial Corporation Advised Tokyu Advised Miyano Machinery Advised Kato Works Co., Ltd December, 2006 December, 2006 Mar, 2007 December, 2006 January, 2007 May, 2007 February, 2007 Acquisition of Share acquisition of TRN Corporation by Capital participation to Management integration between Acquiring by Acquiring by and HANSHIN ELECTRIC EAILWAY Advised Mercian Advised Fusen-usagi Corporation Advised Hankyu Holdings Advised Itochu Enex Advised Kasco Corporation Advised J:com Advised Hurxley Co., Ltd. September, 2006 Jun, 2006 September, 2006 Sep, 2006 June, 2006 Oct, 2006 GCA Representative Transactions Purchasing for subsidiary’s shares by Citigroup(Triangular merger) Advised Nikko Cordial Group October, 2007 Formation of Joint Venture between and Advised Ricoh June, 2007

  26. Acquisition of Calsonic Communication Co., Ltd. by Sale of Keiyu share`s by former management team of Keiyu Co. Acquisition of oil business of Kokura Enterprise Co., Ltd. Acquiring Selling a stake in Acquiring 小倉興産株式会社 カルソニックコミュニケーション to parent company Advised Keiyu`s formermanagement team Advised Panasonic Advised Itochu Corp. Advised Itochu Corp. Advised Itochu Enex Co., Ltd Advised Calsonic Kansei Co., Ltd. February, 2006 April, 2006 March, 2006 Dec, 2005 Jul, 2005 Jul, 2005 Acquisition of Computer City Co., Ltd. by Management integration between Acquiring capital in Acquiring Revitalized by Acquiring capital in MBO & Going Private by the management of World Co., Ltd and 株式会社コンピュータシティ Advised Panasonic Advised The Carlyle Group Advised Itochu Corp. Advised World’s management Advised Takara Advised All Nippon Airways Advised Infocom Corporation August, 2005 December, 2005 March, 2005 July, 2005 Jun, 2005 May, 2005 April, 2005 Arrangement of third party allotment of Shares in Advised Takara Co., Ltd. May, 2005 To be made a wholly-owned subsidiary of To be made a wholly-owned subsidiary of Group reorganization of listed three group companies to wholly-owned subsidiaries of Daiwa House KYOSHIN Co., Advised Nitto Denko Advised Fujinon Advised Daiwa’s subsidiaries June, 2006 June, 2006 March, 2006 GCA Representative Transactions Selling a stake in to Vivendi Universal Advised Panasonic February, 2006

  27. GCA / Savvian Merger Announced • On November 1, GCA and Savvian announced a merger of equals transaction with the intention to form a premier global strategic advisory firm • Will maintain listing on the Tokyo Stock Exchange • Well-capitalized balance sheet • Pro forma market capitalization of almost ¥200 billion • Strategic step by both firms to leverage each company’s strengths and capitalize on the anticipated increase in cross-border merger activity between Japan, the United States and Europe • Access to leading companies in Japan, the United States and Europe • Technical M&A know-how in Japan, the United States and Europe • Unique cross-border transaction experience • Continued trusted advisor approach for client’s best interest • Long-term approach to relationships • Serve as strategic advisor • Deliver the best professionals and creativity • Operate without conflicts of interest • Always put the client’s interests first

  28. Senior Team with Unparalleled Transaction Experience • Highest Quality Client Service • Broad Network Including Fortune 500 Relationships • M&A Advisory and Capital Raising Expertise Savvian Advisors Overview • Savvian has a unique set of skills and industry knowledge Independence Bulge Bracket Transaction Expertise Growth Sector Focus • Growth Company Focus • Sector Expertise / Domain Knowledge • Relationships with entrepreneurs • Relationships with VC and PE firms • Private Capital Access • Late Stage Private through Public Company Orientation Creativity

  29. Acquired by Acquired by Divestiture of Cleanroom Integrated Solutions Business Acquisition of Acquired by Acquired by Acquired by Acquired by We advised the seller We advised the seller We advised the seller We advised the seller We advised the buyer We advised the seller We advised the seller We advised the seller Pending July 2007 July 2007 April 2007 December 2004 March 2004 April 2005 November 2005 Acquired by Acquired by Acquired by Strategic IP License with Acquisition of We advised the seller We advised the buyer We advised the seller We advised the seller January 2005 August 2005 March 2006 October 2006 November 2006 Sale of Semiconductor Automatic Test Equipment Assets to Merger with Acquired by Divestiture of Cell Phone Distribution Business We advised the seller We advised the seller We advised the seller We advised INTAC March 2007 May 2007 October 2007 October 2007 Savvian Advisors Overview Closed / Announced Cross Border Transactions Acquired by We advised the seller April 2007 * Flag icon on left represents Savvian Advisors, LLC client

  30. GCA/ Savvian Integration - Increase in EPS Proforma EPS (assuming integration would be made as of March 2007) = + Savvian GCA Combined 12/2007 (Forecast) 2/2008 (Forecast) 2/2008 (Forecast) 6,217 7,109 Sales (Mil. Yen) 13,326 Net Income (Mil. Yen) 1,691 1,791 3,482 151,299 184,920 336,219 Number of issued shares 11,178 9,686 EPS (Yen) 10,358 EPS increase 9,686 → 10,358 (7%) Note: GCA 2/2008 forecast = Fund Consolidated base. Exchange-rate : Yen115/US$

  31. Selected Biographies Nick Masuto, GCA America President[NY] nmasuto@gcaamerica.com 212-551-1447 Mr. Masuto is President & CEO of GCA America Corporation, a wholly-owned U.S. subsidiary of GCA Co. Ltd. and is currently based in New York. For over 20 years, Mr. Masuto has been involved in a wide range of corporate finance activities including investment banking, private equity and structured financing in Japan, the U.S. and Europe. He has extensive experience in advising on M&A, IPO, private placement and LBO financing transactions and also has principal experience in equity and mezzanine investments. He has led the origination and execution of both cross-border M&A transactions as well as Japanese domestic deals. Recently, Mr. Masuto represented All Nippon Airways in its investment in Skynet Asia Airways, the management team of Omron Entertainment Inc. in its MBO, and Matsuzakaya (a major Japanese department store) in its corporate defense actions against a hostile takeover by an activist fund. He has also led many successful large scale cross-border M&A transactions including TDK Co. Ltd.’s acquisition of Silicon Systems (a U.S. semiconductor manufacturer acquired through TOB), Sumitomo Heavy Industries’ acquisition of Lumonics (a Canadian laser technology company acquired through TOB), a Japanese trading company’s acquisition of Argo-Tech (a U.S. aircraft pump manufacturer through a consortium with Vester Capital) and Nippon Paint’s shareholding realignment with its U.S. joint venture partner. Prior to joining GCA, Mr. Maputo worked at Ripplewood Japan where he was responsible for origination and execution of buyout transactions. He was also heavily involved in post-acquisition management through his management roles in Ripplewood portfolio companies. Prior to joining Ripplewood, Mr. Masuto worked as an investment banker for Daiwa Securities and Sumitomo Bank (currently known as Sumitomo Mitsui Banking Corporation) Tokyo. During his career, he had the opportunity to establish Japan Equity Capital Inc., a private equity firm sponsored by Daiwa Securities SMBC, Sumitomo Corporation and GE Capital. Additionally, with Sumitomo, he spent over 8 years in London, focusing upon cross-border M&A transactions between Europe and Japan/U.S. and structured finance transactions for U.K. and Swiss blue-chip companies and municipals. He also spent time in the U.S., having been seconded to Robertson Stephens & Co. in San Francisco where he focused on the technology sector investment banking. He is a visiting instructor at Kobe University’s business school and often is a speaker at M&A and private equity related seminars. He holds the Authorized Sales Representative and Internal Administrator certification issued by the Japanese Securities Dealers Association (“JSDA”) and the Financial Services Authority (“FSA”) in the U.K. Mr. Masuto completed his Masters in Finance degree at the London Business School, University of London, and received his undergraduate degree from Keio University, where he majored in Law.

  32. Selected Biographies Tracy Gopal, Director [SF] tgopal@gcaamerica.com 415-205-0721 Ms. Gopal has been providing transaction advisory services to clients for over 9 years and currently focuses upon origination and execution of cross-border transactions. She assists Japanese companies in identifying and purchasing assets in the United States and assists Japanese companies, US companies and private equity firms in purchasing or divesting Japanese assets. Ms. Gopal also has significant experience in financial restructuring, having worked with a significant number of distressed clients both in and out of court. She has represented both debtors and creditors and has special expertise in valuing distressed companies. Ms. Gopal advised the secured creditors in the Refco Inc. bankruptcy, which was the at the time of the filing, the 4th largest bankruptcy in U.S. history. She has advised numerous management teams prior to and throughout the chapter 11 process, including Borden Chemicals and Plastics, WestPoint Stevens, Hawaiian Airlines, and the Polymer Group. She has prepared valuation testimony and fairness opinions for several clients which cannot be disclosed. Prior to joining GCA, Ms. Gopal worked for Giuliani Capital Advisors, formerly the Ernst & Young Corporate Finance practice. While at Ernst & Young, she was seconded to the Tokyo Asia Pacific Solutions Group in Tokyo, advising a major bank in Japan on the valuation of non-performing loans. She began her career with Arthur Anderson in the area of international trade and customs. Teruyasu Kushima, Associate Director [NY] tkushima@gcaamerica.com 212-551-1448 • Mr. Kushima joined GCA in 2005 and is now an Associate Director at the New York Branch of GCA America Corporation. He frequently advises Japanese companies in connection with their cross-border transactions and provides services including origination, structuring and valuation. • Prior to joining GCA, he was an Assistant Director with Japan Bank for International Cooperation (JBIC) where his practices included various cross-border structured finance and project finance for large transportation and energy projects in Eastern Europe, Russia and Latin America. During his career at JBIC (formerly Export Import Bank of Japan) he was seconded to Paris-based Organization for Economic Co-operation and Development (OECD) where he worked as a consultant to their Trade Directorate. He received his B.A in Economics from Keio University. He is fluent in English and French.

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