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Movers & shakers: Japan

by Laura Board  |  Published March 30, 2012 at 12:00 PM

040212 japanHasegawa.jpgTakeda Pharmaceutical Co. Ltd. president and CEO Yasuchika Hasegawa is the architect of Japan's biggest-ever pharmaceuticals sector deal -- last year's €9.6 billion ($12.6 billion) purchase of Switzerland's Nycomed International Management GmbH. The acquisition, from a consortium led by Nordic Capital, at a stroke doubled Takeda's European operations and gave it a new emerging-markets presence in Russia, China, Brazil, Turkey and Mexico.

At an enterprise-value-to-Ebitda ratio of 11.3 times, the deal was fully priced. Some saw it as a high-stakes gamble to offset the revenue decline that will kick in this year when Takeda loses patent protection for its blockbuster diabetes drug, Actos. It's too soon, of course, to deliver a final verdict, but Hasegawa, 65, tends to choose his targets carefully. Some observers were initially skeptical of his 2008, $8.8 billion purchase of Cambridge, Mass.-based Millennium Pharmaceuticals Inc., but most agree that the acquired oncology franchise, including blockbuster myeloma drug Velcade, is proving valuable for Takeda.

Deutsche Bank AG head of Europe, the Middle East and Africa healthcare Darren Campili, who advised Takeda on the Nycomed deal, describes Hasegawa as "driven and willing to make big decisions."

He "has substantial Western experience and an empathy for the way things are done in the Western world, which is helpful for large, cross-border transactions," Campili says. "There was lots of prep work, but once they decided to go for it, they were fast and nimble. In my 16 years in the industry, this was one of the best-executed deals from a company perspective."

Hasegawa has also shown himself to be as tough as the next CEO when it comes to post-merger cost cuts, announcing in January plans to eliminate 2,800 jobs in Europe and the U.S. following the Nycomed purchase to save ¥200 billion ($2.47 billion) by 2015.

Hasegawa joined Takeda in 1970 after graduating from Waseda University. He held senior roles in both Germany and the U.S. and became the company's president in 2003 and chief executive in 2009. "We have no choice but to globalize," Hasegawa said in a recent interview. "But no matter how hard I push my people, they don't know how to make that happen, so by using Nycomed we can accelerate our globalization process." 


040212 japanMikitani.jpgCreating a new Japanese presence in the global Internet economy, Hiroshi Mikitani, founder, chairman and CEO of Rakuten Inc., has deployed mergers and acquisitions to build an e-commerce empire with revenue of ¥379.9 billion ($4.7 billion).

A Hitotsubashi University graduate and Harvard M.B.A., Mikitani started his career in 1988 at the Industrial Bank of Japan Ltd. After losing friends and relations in the devastating 1995 earthquake in his home city of Kobe, Mikitani shifted gears. He established M&A consultancy Crimson Group in 1996 and a year later founded Rakuten, then known as MDM Inc. In 2000 Rakuten went public and today has a market value of about ¥1.04 trillion.

Through acquisitions as well as organic growth, Rakuten's reach extends across the Asia-Pacific, the Americas and Europe. In the U.S. it raised its profile through the purchase of Buy.com Inc., an Aliso Viejo, Calif., online-shopping site, and LinkShare Corp., a New York marketing services provider. In January Rakuten took on titan Amazon.com Inc.'s top-selling Kindle with its purchase of Toronto e-reader maker Kobo Inc.

As of March, Mikitani, 47, was worth $6.2 billion, according to Forbes, which ranks him at No. 161 on its list of the world's billionaires. He dresses informally by Japanese standards (no ties, but no Silicon Valley khaki shorts and sandals, either). He has inspired both admiration and mistrust in Japan by making his domestic workforce speak English, breaking rank with the business establishment over various issues and, in 2005, making an audacious and ultimately unsuccessful bid for Tokyo Broadcasting System Holdings Inc.

Mikitani declares 2012 to be "the opening year of our true globalization."

"We are trying to create a single global company," he told journalists last month. "We have been acquiring so many companies outside of Japan, but we haven't really integrated their IT platforms into our own platform. 2012 will be a big year for our globalization initiative to make it more scalable and to maximize synergies."


040212 japanTKojima.jpgBorn and raised in Japan, educated at Oxford University, DC Advisory Partners Ltd. managing director Tosh Kojima identifies two different styles of dealmaking. "Slow, slow, quick" is the Japanese approach, he says, while the Anglo-Saxon pace is "quick, quick, slow."

Kojima heads the DC team advising on cross-border transactions between Europe and Asia. A one-time strategic consultant, he recalls a few deal moments to explain how the principles of "nemawashi" and "taigimeibun" -- both loosely translated as consensus-based decision making -- drive the M&A process. "One Japanese chemical client sent 22 staff to a management presentation, whilst the other side sent four," Kojima, 40, recalls. "Another time a due diligence questions sheet ended up having over 2,000 questions because too many different departments had been drawn into the project in Japan and were competing to look the keenest." But consensus building has an upside. "Once nemawashi has been achieved, events can move at considerable speed, and agreements reached, including pricing, tend to be robust."

Kojima, who joined DC from Nomura Holdings Inc.'s London investment bank in September 2010, also tells the tale of one Japanese bidder who brought him in halfway through a deal.

"The Japanese chairman had already agreed on a price, without a financial adviser and before any due diligence, and shook his hand on it. The advisers then valued the asset lower. The seller saw the point and was willing to concede, but the chairman would not have it, given that he had shaken on it."


040212 japansiegelKen.jpgMorrison & Foerster LLP Tokyo managing partner Ken Siegel has seen sweeping changes in Japanese dealmaking since he arrived in the city almost two decades ago. "In 1994 it was all about strategic alliances and investments in entities based on long, historical relationships, with some late-round VC," he says. "Companies moved too slowly to be a material factor in competitive M&A, but they've since become much more sophisticated and can participate much more effectively in a far broader range of transaction," including, notably, hostile bids. (Though they have long been possible under Japanese shareholder law and regulations, hostile bids were widely seen as forbidden.)

Siegel's team advised on Japan's first successful hostile takeover -- Astellas Pharma Inc.'s $4 billion acquisition of OSI Pharmaceuticals Inc. of Melville, N.Y., in 2010. "I expect more hostile deals and more deals where companies expect to take on more risk after the transaction," Siegel says.

On the auction front, Siegel advised Toshiba Corp. on its $2.3 billion acquisition of Swiss smart-meter maker Landis+Gyr AG last May. "Toshiba was able to prevail over a six-week period even though they were the last people qualified for a bid because of the earthquake," he says.

Siegel, a technology specialist, has just advised on Hitachi Ltd.'s $4.3 billion hard-disk-drive sale to Western Digital Corp., which earlier this month gained conditional Federal Trade Commission clearance. He sees high tech as one of the sweet spots for inbound -- as well as outbound -- Japanese M&A.

Within Japan "publicly traded technology companies are very undervalued, so we are seeing a lot of interest -- particularly in the semiconductor sector," he says. "Many tech companies are looking at freeing up assets and selling themselves to outside investors."

Siegel, 53, also advised on Mitsubishi UFJ Financial Group Inc.'s investment banking venture with Morgan Stanley.

With a B.A. from Amherst College, a graduate degree in international affairs from Johns Hopkins University and a J.D. from the University of Chicago Law School, Siegel speaks Japanese, Greek and Italian. He recommends "immersion" as the best method of learning the Asian language. But he says: "If you are an attorney, first establish yourself as a strong adviser -- your language skills are secondary."


040212 japan hatakeyama.jpgYasu Hatakeyama, the president and CEO of Lazard's Japanese unit, returned to Tokyo from New York in 2005, the year Internet startup Livedoor Co. Ltd. shocked corporate Japan with its hostile bid for Nippon Broadcasting System Inc.

In the wake of that bid, the government later that year authorized the use of poison pills, after a review on which Hatakeyama advised. In 2007 the government changed tender offer rules, which included the sanctioning of triangular mergers, a popular structure for cross-border acquisitions. But if the government hoped to unleash a flood of inbound M&A, that hasn't happened.

"For the past five years, inbound dealmaking has been slow," Hatakeyama says. "While buying has been clearly accepted as a strategic tool, selling still has to be culturally accepted."

The 46-year-old banker started his career at First Boston, joined Lazard in New York in 1991 and steadily moved up the ladder. By 2000 he was part of the team advising on Pfizer Inc.'s $90 billion stock takeover of Warner-Lambert Co. Back in Japan he has secured high-profile advisory mandates that belie Lazard's relatively modest, though advancing, ranking in the M&A advisory tables in Japan. (Lazard was ranked 11th in Japan in 2011, up from 14 a year earlier, according to Bloomberg LP data.)

Hatakeyama worked on the landmark 2005 merger to create Japan's largest bank, Mitsubishi UFJ Financial Group Inc.; on MUFJ's high-profile rescue financing for Morgan Stanley at the height of the financial crisis in 2008; and on its securities joint venture with the New York investment bank in 2010. He sees that latter deal as one of the last of an era as Basel III capital regulations restrict the future size of such agreements.

"The need for a global network is greater than ever, " he says. "However, due to the new regulatory environment, I expect to see only small-scale alliances going forward."


040212 japan sneider.jpgDavid Sneider, head of the Tokyo office of Simpson Thacher & Bartlett LLP, is Tokyo-"umare," or born, and spent a year in the capital studying Japanese intensively after graduating from Yale University.

The Harvard Law School J.D. returned to the city permanently in 1994 and ranks as one of its best-known M&A and capital markets attorneys. Like many dealmakers, Sneider, 54, notes that last year's devastating earthquake made Japanese companies even hungrier for foreign acquisitions. He was working on two important potential U.S. takeovers when the disaster struck -- Monex Group Inc.'s auction bid for online broker TradeStation Group Inc. of Plantation, Fla., and Toshiba Medical Systems Group Co.'s planned purchase of Minneapolis' Vital Images Inc., already a strategic partner.

"Both deals took a pause on March 11, and it was obviously gratifying and fascinating to see in both cases the way management responded was to renew their commitment," he says. "Monex's CEO [Oki Matsumoto] had identified TradeStation as the most appropriate partner for international expansion and was very intent on going ahead. The directive from Toshiba management was that Vital Images was an important transaction for them to proceed with."

In April Monex prevailed over an unidentified U.S. buyout firm that had made an identical $411 million bid for TradeStation, striking its largest overseas deal, and Toshiba Medical agreed to pay $273 million for Vital Images, its first acquisition of a U.S.-listed company.

Sneider recently dusted off his high-school chemistry and led talks concerning a complex $1.95 billion minority investment in leading niobium producer Cia. Brasileira de Metalurgia e Mineração by Japanese and South Korean steelmaker-customers including JFE Steel Corp. and Nippon Steel Corp., and government entities. "We were representing a consortium of six clients, which was a challenge in terms of coordination. It was also politically important because of government involvement," he says. "You hear more about China making natural-resource investments to secure supply. This was Japan doing the same thing."

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Tags: Amazon.com Inc. | Astellas Pharma Inc. | Bloomberg LP | Cia. Brasileira de Metalurgia e Mineração | Darren Campili | David Sneider | DC Advisory Partners Ltd. | Deutsche Bank AG | Hiroshi Mikitani | Hitachi Ltd. | Industrial Bank of Japan Ltd. | JFE Steel Corp. | Ken Siegel | Kobo Inc. | Landis+Gyr AG | Lazard | LinkShare Corp. | Livedoor Co. Ltd. | Mitsubishi UFJ Financial Group Inc. | Monex Group Inc. | Morgan Stanley | Morrison & Foerster LLP | Nippon Broadcasting System Inc. | Nippon Steel Corp. | Nomura Holdings Inc. | Nordic Capital | Nycomed International Management GmbH | OSI Pharmaceuticals Inc. | Pfizer Inc. | Rakuten Inc. | Simpson Thacher & Bartlett LLP | Takeda Pharmaceutical Co. Ltd. | Tokyo Broadcasting System Holdings Inc. | Tosh Kojima | Toshiba Corp. | Toshiba Medical Systems Group Co. | Vital Images Inc. | Western Digital Corp. | Yasu Hatakeyama | Yasuchika Hasegawa
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