www.pwc.

com/jp/en/deal-advisory

Building relationships
Creating value

PwC Advisory LLC

Corporate Profile

Advisory Services
 To build trust in society
and solve important problems

CEO Message

PwC deal advisory team leverages its wide

range of experience and skills to support
clients inside and outside Japan.

Megatrends are causing significant infrastructure. Successful enhancement

changes to the fundamental nature of of corporate value through deal
society and business, while global advisory requires multi-faceted
economic uncertainty is increasing. measures, and the PwC deal advisory
Companies are faced with changes team offers world-class professional
taking place in both the domestic and services through our deal experts, based
international business environment. on their abundant experiences and
In Japan, for example, the Corporate skills. Our global network also enables
Governance Code has been introduced. leverage of other business experts in
On the global level, also, businesses tax, legal, consulting, and audit &
must deal with the increasing complexity assurance services.
of laws, regulations, and tax systems.
Moreover, these changes are happening Clients should merit the best team to
more quickly than ever. In the growing implement their deals, the team that is
uncertainty of economic and financial capable of fully understanding and
trends, many companies in Japan and sharing the business needs and
abroad are taking a deal approach to challenges of clients. The PwC deal
handle the complexities, by reforming advisory team mobilizes enthusiastic
their business model and embarking specialists who are able to propose
upon expansion in growing markets, bold initiatives while also paying close
aiming to implement business strategies attention to detail. It is our policy to
in response to globalization. respond to client requests and satisfy
their expectations based on mutual
PwC Advisory LLC is a Japan-based trust, and provide services that assist
member firm of PwC Group, which has a them in creating new corporate value
global network in 158*countries. We through prudent professional
provide deal services in three arenas: judgement and by leveraging our broad
M&A, business restructuring and global network.

Yasuhiro Hirabayashi
CEO
*As of June 2017 PwC Advisory LLC

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 Business Portfolio
Actions for Growth Management and
Divestiture

M&A Strategy, Origination, and Execution Business portfolio management

is one of the key agendas in
business operation for
M&A can greatly enhance corporate value if executed strategically. enhancing productivity and
Successful M&A requires development of strategies for corporate spurring business growth.
management and M&A processes from a long-term perspective, This essentially requires
coupled with quick decision-making and action. comprehensive considerations
and careful implementation.
M&A Strategy M&A Advisory
In corporate management, M&A is a measure To ensure the success of M&A, liaison is
Joint Venture and Every business has a life cycle. In order
employed to realize business strategies, an needed to coordinate the entire deal process Strategic Alliance to maintain growth, a company needs to
important and inevitable course for action in and bridge between the client and other develop new pillars in preparation to replace
today’s business endeavours. However, if stakeholders for negotiations. Similarly, a businesses that have reached maturity. The
inconsistent with corporate strategies, it strategic divestiture requires development
Merger and Acquisition Establishing rules with a recent growth of the borderless economy,
poses risks and can damage corporate value. of a proposal for the disposal of non-core counterpart for allocation and and technological innovation have seen
It is thus essential to first clarify corporate business that will produce a win-win deal competitors grow in number and diversity
To make M&A enhance corporate sharing of roles, risks, and
strategies to ensure successful M&A. between the seller and the target company while business lifecycles become shorter.
value, it is essential to consider benefits is crucial to a successful
or business. Investors are monitoring corporate
risks and synergy, and implement joint venture or strategic alliance. management more stringently. Consider
M&A may benefit corporate activities such
as developing new business and markets, The key player in this M&A process is the the process consistently. your company. If it engages in a wide range
improving production efficiency, and M&A advisor (financial advisor), whose Joint venture and strategic alliance are of business with many subsidiaries and
securing personnel resources. Given the responsibilities include: globally sourcing alternatives to M&A as a means to realize affiliates, it is a fate-defining factor to have
The M&A process typically involves listing
growing uncertainty in society, however, acquisition targets suited to the client’ s business expansion or entry into a new greater sophistication of business portfolio
potential targets, making initial contact with
the development of corporate strategy from growth strategy, and providing end-to-end market. In this context, mutual trust and restructuring in keeping with the times.
shortlisted candidates, performing due
a long-term perspective has never been more execution support in deal process diligence, calculating merger ratio/value, collaboration is more important than
important. Without a robust strategy able management, structuring, valuation, and controlling the other party using capital A decision to undertake divestiture also
negotiating contract conditions, and
to withstand changes in the business due diligence management. For cross-border power in pursuing business management requires extensive consideration and careful
concluding contract, before executing the
environment, a company may turn to projects in particular, specific capabilities and operation. implementation that follow. It is necessary to
integration. However, factors that need
improvised management practices. are required of the advisor, including the identify a reasonable purchaser, determine
considering may differ in these processes
abilities to cooperate with global The key is to scrutinise potential risks and timing and value, and also assess advantages,
depending on the industry and the project.
M&A execution is just the beginning of professionals and deliver a seamless support, synergy, and to clarify rules for allocation disadvantages, and risks to both seller and
further growth for a company. It is important as well as an attitude of Client First, a high and sharing of business functions, risks, and targeted business, as well as how much the
For example, in the financial industry, M&A
to have a clear vision of the resulting degree of expertise, and broad experience. benefits. Other factors to address include business value will be enhanced or damaged.
entails IT and regulatory due diligence,
company configuration, and to be fully countermeasures to manage unexpected There are also matters to address such as
which necessitates planning and
prepared before implementation. situations such as additional acquisition or legal procedures required for business
implementation of post-M&A system
revision of the partnership. For projects that disposal, preparation of financial statements
integration and notification of the regulating
Speed is another crucial factor for successful involve countries or regions prone to changes of the targeted business, communication
authorities. M&A in the chemical industry
M&A. With powerful strategy in place, in the business environment, such as the with employees directly affected, and
requires identification of environmental
management must promptly make decisions emerging economies, it is highly comprehensive deal process management.
risks and plans for restructuring R&D as well
on necessary and effective M&A, and act on as production and distribution sites recommended to have precautionary policies
it immediately. in place to counter their unpredictable Business portfolio restructuring,
following the M&A. Meanwhile, owner
business setting. particularly the disposal phase, requires
enterprises and venture firms should
establishment of a rational strategy to
implement a post-M&A personnel retention
maximize sale value while minimizing
plan, and undertake HR and governance
risks to the seller. This, of course, must
due diligence.
be executed in tandem with steady
implementation of practical procedures.
In M&A projects, it is important to examine
risks and synergy as early as possible, and to
develop measures to minimize those risks
and maximize synergy effects.

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 Forensics
Fundamental Structural Reform Fraud usually remains undiscovered until the problem has grown.
Advanced forensics technology and extensive investigative
experience are essential to ensure sufficiently thorough
investigations into fraud cases to uncover the reality. One effective
countermeasure is forensic technology based on big data analysis
that allows early detection of impropriety.

Compliance programs, internal control, and Response to regulatory enforcement and Leveraging forensics technology
traditional risk management are essential overseas authorities
Forensics technology, such as digital forensics
components in fraud prevention. However,
Many do not realize that, when an overseas and eDiscovery, is essential in investigating
they are not always sufficient; companies
regulatory authority instigates an investigation fraud, responding to foreign regulatory
need an advanced and flexible approach that
on suspicion of a price cartel or violation of authorities, and handling global lawsuits.
can respond to the risks specific to their
laws such as FCPA (the Foreign Corrupt Through analysis and understanding of the
corporate culture, the industry in which they
Practices Act of the USA), the response of a various data possessed by a company, the
Business Recovery and Restructuring operate, their business category, region, and
company, including the prompt information technology enables us to discern such
particular operations.
gathering, accurate recognition of facts, and suspicious deals or connections that cannot
appropriate reporting, can be an important be detected through conventional means
The Japanese economy is on a recovery path, but there are always Rapid response is crucial in the investigation
factor in penalty calculation. It is also such as deal monitoring.
some companies that struggle due to systematic problems specific of fraud and misconduct, from initiating
essential to prove the effective implementation
to their industry, or that suffer from crises due to their overseas examination to reporting the results.
of the existing compliance system during the
subsidiaries/affiliates either failing to perform well or engaging Investigations require a high level of
period in question.
in misconduct. expertise, and participation of external
Urgent intervention is required to reorganize a failing business specialists is an effective means to establish
―using powerful measures such as regrowth strategy, structural a high degree of validity. Involvement of
external specialists is also valuable for
reform, and M&A execution.
providing the transparency and objectivity
needed in investigative approach and results
Companies today operate in a business foundation which leads them back on the to enhance the reliability of outcomes.
environment that is becoming increasingly course for future growth. This means that
complex owing to globalization, technological they need to understand the true causes of
innovation, and the rise of emerging countries. the crisis, prepare strategies to overcome
What is more, the changes are accelerating. them, develop drastic and feasible measures
Most Japanese companies, however, persist including structural reform and M&A,
with legacy systems, such as lifetime coordinate with internal and external
employment, the seniority system, and the stakeholders, and monitor execution of all
principle of total in-house production. these stages.
Meanwhile, they delay fundamental reform.
They have missed the opportunity for Recent globalization has witnessed an
restructuring during the last two decades increasing number of cases where companies
of stagnation. face business degradation due to poor
governance in overseas operations or
Companies unable to adapt to these changing subsidiaries. Such companies need systems
circumstances lose impetus rapidly and fall to oversee management of subsidiaries in a
into crisis. They need sophisticated skills and manner which is informed of the differences
know-how to extricate themselves from such in languages and cultures.
critical situations and to form a new business

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 Optimization of Infrastructure Development
Three Key Features of PwC
Infrastructure Development as Capital Project
Optimised team provides comprehensive
The business environment is undergoing major transformation 1 support from strategy development
in the Japanese and international infrastructure markets, to its execution and realization
including diversification of needs and changes in competitive
and financial conditions.
Considerations in a deal operation vary One of PwC’ s unique aspects is our wide
depending on business category, region, and range of experts engaging in deals and
In Japan, infrastructure was developed infrastructure renewal. Under these The business environment is undergoing deal structure. Factors requiring attention consulting as well as tax, accounting and
intensively during the period of country’s circumstances, the public and private sectors major transformation in the Japanese and may also change if conditions are altered legal services. We configure teams for our
high economic growth, and today, the must engage in fruitful discussions to enhance international infrastructure markets, during deal implementation. clients to represent a trusted advisor who
majority of it is fast deteriorating. It is clear collaboration, and promote optimization of including diversification of needs and provides comprehensive support from
that a considerable amount of renewal business frameworks and risk sharing, while changes in competitive and financial strategy development through to execution
investment is required, for which further private expertise and capital must be leveraged conditions. The key to success is being and realization.
utilization of private sector capabilities is even further. Meanwhile, the global market flexible and able to plan and implement
indispensable. Meanwhile, developments are continues to have a vigorous appetite for strategies without delay, which requires
also underway in the PPP (public-private infrastructure, which demands proposals keen observation of the changes in
Support for cross-border M&A in over
partnership) and PFI (private finance
initiative) markets in Japan, exemplified by
based upon an appropriate understanding
and analysis of local needs. Furthermore, an
circumstances and the capability to pursue
a diversity of measures, including PPP, M&A, 2 100 countries leveraging our global network
the concession method applied in fields such innovative and flexible bidding strategy and innovative financial approaches, capital
as airports and water supply. Furthermore, it speedy response are also important for policy, and partnership-building.
is conceivable that technological innovation securing projects. Opportunities for corporate investment are PwC Group has offices in 158* countries,
may explosively accelerate hitherto stagnant expanding globally. In a bid for further with deal specialists deployed in around 100
growth, Japanese companies not only invest countries. Furthermore, we offer a Japan
in major developed countries, but extend Desk in over 30 countries/regions employing
their investment to countries in farther Japanese or Japanese-speaking personnel,
regions such as South America and Africa. including deal experts.
Meanwhile, there are companies in need of
disposal of overseas businesses to enhance PwC Japan team leverages our global
efficiency or to procure funding. personnel network and experience to offer
personalised support for our clients’
enhanced corporate value.

3 Support based on data analytics

Is your company making effective use of Using our data analytics technology, PwC
data? Companies possess diverse data on provides clients with specific and feasible
their finances, customers, purchases, and solutions towards achieving sales growth
personnel. Our experiences inform us that and cost reduction through multi-faceted
90% of data held in a company lies untouched, analyses of current circumstances of
yet has the potential to increase the company’ s the company.
revenue and profit if employed effectively.

*As of June 2017

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 PwC Support Structure PwC Deal Advisory Solutions
The global business environment is In deals with industry-specific risks and
unceasingly transformed in a wave of issues, our industry experts may directly
so-called mega-trends, caused notably by participate in the actual deal process. We M&A Business Recovery
geopolitical changes and technological aim to minimize the risks to the clients and
■ M&A strategy ■ Due diligence
Services
advancement. We strive in continuous maximize their returns through the highest
Support in M&A strategy development Financial due diligence ■ Business plan development support
industry analysis and business idea creation, level of support based on global-standard
Corporate vision development Business due diligence ■ Implementation & monitoring support
gathering together experts in each industrial industry expertise.
Managerial strategy planning Operational due diligence ■ Coordination with financial institutions,
field, to enhance the quality of our
client support.
Business strategy planning Governance due diligence   shareholders, and other stakeholders
New business consideration Vendor/seller due diligence, sell-side ■ Business and corporate restructuring
Buy-side advisory for strategic M&A support   (M&A) support
Sell-side advisory for M&A marketing ■ Crisis management support
Business alliance strategy planning ■ Post-M&A strategy development &
Client Research advisory on potential M&A execution support
Forensics
and alliance targets Post-Merger Integration (PMI) support
Post-Merger Reintegration (Re-PMI) support ■ Fraud investigation
Enhancement of M&A operation system Taking Control (ensuring control rights of ■ Legal services in relation to bribery,
Hands-on support for M&A operating unit acquired company)   corruption and competition
M&A knowledge management support M&A review support ■ eDiscovery (electric discovery)
Retail and service Medicine Machinery Electrical/Electronics Automobile Land, maritime,
Support in CVC fund planning and Valuation for financial reports ■ Data analytics
Wholesale/Consumer products Healthcare Chemical/Metal Information & air transportation
Food/Agriculture, forestry, fishery Life science Rubber/Glass/Soil and stone telecommunications Storage operation ■ Royalty audit
Fibre Paper/Other products Media/Technology

■ M&A transaction advisory/valuation PPP & Infrastructure

M&A advisory (FA)
Transaction valuation ■ Public-Private Partnership (PPP)
Structuring advisory   Private Finance Initiative (PFI)
General trading company Mining/Oil/Coal Real estate Bank/Insurance/Securities Private equity Government/Central authorities Advisory on price adjustment clause in M&A   Privatization advisory
Electricity/Gas Construction Other finance Asset management Local authorities contract (SPA) ■ Public management advisory
Buy-side carve-out assistance ■ Private bidding assistance  
Sell-side carve-out assistance   (concession/PPP/PFI/DBO)
Joint venture formation/dissolution ■ Overseas project assistance
Deal
Consulting Assurance Advisory Tax Legal

PwC Consulting LLC PricewaterhouseCoopers Aarata LLC PwC Advisory LLC PwC Tax Japan PwC Legal Japan
PricewaterhouseCoopers Kyoto

PwC Japan Group

PwC Group/total Office Country

236,235 736 158

employees sites countries
11,181 partners
and 225,054 staff

PwC Global Network

As of June 2017

9  Building relationships. Creating value.

Corporate outline

Company name PwC Advisory LLC

URL www.pwc.com/jp/en/deal-advisory

Established June 15, 1999

(Reorganisation on February 29, 2016 launched
PwC Advisory LLC)

Representative CEO Yasuhiro Hirabayashi

No. of employees Approx. 530 (as of June 2017)

Offices Tokyo
Otemachi Park Building
1-1-1 Otemachi, Chiyoda-ku, Tokyo 100-0004
Tel: 03-6212-6880

Osaka
Grand Front Osaka Tower A 36F,
4-20 Ofukacho, Kita-ku, Osaka 530-0011
Tel: 06-6375-2630

© 2018 PwC Advisory LLC. All rights reserved. PwC refers to the PwC network member firms and/or their specified subsidiaries in Japan, and may sometimes refer to the PwC network.
Each of such firms and subsidiaries is a separate legal entity. Please see www.pwc.com/structure for further details. 0218-01