Real Gaijin — Japan’s Business, Culture & Life Podcast: A podcast about Japan’s economy, work culture, foreign residents, regional revitalization, and the people shaping the country’s future.
Currently, there are hundreds of thousands of SMEs in Japan with no designated successor. Despite having solid financials and a long list of satisfied customers, many of these firms are at risk of ceasing operations because there is nobody to take over once the current owner retires, becomes incapacitated, or passes away. Thus, there are ample opportunities to acquire such firms or take an equity stake in them. But how do you uncover such opportunities, determine the seller’s motivation, assess business performance, and navigate Japan’s cultural and legal landscapes to close a deal? This episode of Real Gaijin’s Ask Me Anything (AMA) series features a Japanese individual with an extensive background working with foreigners. Who is he? Daichi Kunii [https://open.substack.com/users/119565579-daichi-kunii?utm_source=mentions] (國井大地) was born and raised in Japan and is now the CEO of ReDelta [https://redelta.co.jp/en], a Tokyo-based boutique M&A advisory firm. Previously, Daichi worked at Deloitte Touche Tohmatsu [https://www.deloitte.com/jp/ja/about/group/deloitte-touche-tohmatsu-en.html], where he gained extensive experience in cross-border M&A and developed deep expertise in global financial practices and complex transaction structures. In 2019, he founded ReDelta, an enterprise dedicated to connecting Japanese SMEs with their counterparts in the ASEAN region. On the agenda We covered the following topics and also took several questions: * What kind of opportunities are available (industries, scope, geography, etc.)? * What is the process for assessing a potential seller and approaching them with an offer? * What kinds of deal structures are possible and common (e.g., full- or partial-equity acquisition, seller rollover, support for the post-merger integration transition/hand-off, advisory contract)? * What are past success cases? * What are the pitfalls regarding the potential clash of business cultures and expectations on both sides? Key Takeaways * Japan’s SME market, driven by succession, is dominated by privately held small businesses that are often underappreciated. These businesses are in sectors such as food and beverage (F&B including small-scale restaurants and pubs, which are called izakaya in Japanese), small-scale manufacturing, and hospitality, especially traditional inn (ryokan) and hot spring (onsen) properties. Many manufacturing firms facing succession issues generate less than US $7 million in annual revenue and have only 10–12 employees. Meanwhile, ryokan deals may involve approximately $2 million in annual revenue and profit margins below 10–15%. The “Japan M&A Finder [https://app.redelta-ma.com/en]” database from ReDelta includes hundreds of current opportunities that are much smaller in scale (can check 3 opportunities/month for free or pay US $150/month for unlimited access). Valuations commonly use EBITDA multiples of 3x–6x, and deals often close within three to four months because the financial structures are relatively simple. With prices like these, it should be possible to recoup the initial investment within three to four years. An important nuance is that many buildings, machinery, and facilities were fully depreciated decades ago and may have a balance sheet value of only 1 yen, even though they are still operationally valuable. Daichi also noted that, while distressed sellers may occasionally accept discounted offers, foreign buyers should generally avoid “lowball” tactics. Offers materially below 90% of the asking price can damage trust and reduce the likelihood of a successful transaction. Additionally, ReDelta usually charges fees equivalent to 3% of the valuation or $7,000, whichever is greater. Separate fees for post-acquisition consultation are charged monthly and vary depending on the size of the business. * Trust and employee continuity often outweigh price in Japanese succession deals. Daichi emphasized that sellers care deeply about their employees’ and the local community’s future after retirement. Foreign buyers who demonstrate respect for staff, long-term commitment, and genuine appreciation for the business culture are far more likely to succeed. In many cases, buyers must formally commit to maintaining associate employment for two to three years post-acquisition. Sellers are often reassured when buyers present the acquisition as a means of preserving the company, protecting jobs, and continuing the founder’s legacy rather than as a hostile takeover. * Two distinct categories of foreign buyers are emerging in Japan’s succession-driven M&A market. According to Daichi, many Singapore-based buyers act primarily as financial investors, focusing on acquiring businesses with significant assets, such as ryokans and hotels, for their land and real estate value. In contrast, many North American and European buyers are “hands-on” operators seeking a lifestyle change, retirement opportunity, or long-term relocation to rural Japan. These buyers often become personally involved in managing the business after the acquisition and are motivated as much by lifestyle and community integration as by financial returns. While many transactions are completed in cash, financing is also possible through Japanese regional banks, megabanks, or lenders in the buyer’s home country, particularly in Singapore. * Buying an existing Japanese business is often faster and less risky than starting one from scratch, especially for foreigners. Daichi argued that acquisitions allow buyers to “buy time” by inheriting existing employees, customer relationships, operating licenses, distribution channels, and stable revenue streams. This is particularly valuable for foreigners who are unfamiliar with Japanese business culture or lack local networks. Rather than spending years building trust and infrastructure, buyers can immediately step into an operating business and gradually modernize it. * The biggest risks are often cultural and operational, not financial. Daichi noted that many small Japanese firms have relatively simple accounting structures, meaning legal compliance, labor practices, permits, and cultural integration matter more than sophisticated financial engineering. Foreign buyers may face resistance in rural areas where employees and communities are unfamiliar with foreign ownership. Establishing credibility, clearly communicating intentions, and respecting local culture are essential for long-term success. The “storytelling” around why the buyer wants the business can materially affect employee morale and seller confidence. * Preparation and seriousness strongly influence whether Japanese sellers agree to a deal. Daichi stressed that first impressions are critical. Those who thoroughly research the company, understand the founder’s background, ask informed questions, and show genuine respect tend to gain seller confidence quickly. Conversely, buyers who appear opportunistic or poorly prepared often fail, even if they become more serious later on. In Japan’s SME succession market, personal credibility and relationship-building are central to successful M&A execution. Timeline Substack does not yet have the functionality to allow you to use a link to jump to a specific section like YouTube’s “chapters.” Please refer to the times listed below to navigate through our hour-long conversation. Thank you for your understanding. Key contacts (and resources) * ReDelta Website: https://redelta.co.jp/en [https://redelta.co.jp/en] * Japan M & A Finder: https://app.redelta-ma.com/en [https://app.redelta-ma.com/en] * LinkedIn: https://www.linkedin.com/in/daichi-kunii/ [https://www.linkedin.com/in/daichi-kunii/] * Substack: Japan Bridge Insights #DaichiKunii #ReDelta #JapanSMEs #JapaneseBusiness #MandA #JapanBusiness #CrossBorderMAndA #JapanInvesting #SMEAcquisition #BusinessAcquisition #Entrepreneurship #JapanOpportunity #AcquireInJapan #SuccessionPlanning #PrivateEquity #ASEANBusiness #ForeignEntrepreneurs #JapanEconomy #DealMaking #國井大地 #株式会社リデルタ #リデルタ #日本企業 #中小企業 #事業承継 #後継者不足 #クロスボーダーMandA #企業買収 #日本投資 #中小企業MandA #事業買収 #起業家 #日本経済 #日本ビジネス #事業承継問題 #プライベートエクイティ #ASEANビジネス #外国人起業家 #日本で起業 #企業再生 #ディールメイキング #地方創生 #RealGaijin #リアル外人 Please note that you can subscribe to Real Gaijin for free. If you are so inclined, you can also purchase an annual subscription for a relatively small fee. However, I understand that even the lowest level of annual subscription allowed by Substack may seem too high for many. If you just want to buy a coffee for Real Gaijin (or maybe a green tea), you can also make a small donation here: https://buymeacoffee.com/realgaijin [https://buymeacoffee.com/realgaijin] All levels of support - including just liking a particular article and/or leaving a comment - are very welcome. Thanks again for reading. While Real Gaijin [https://realgaijin.substack.com/] lives in Substack [https://realgaijin.substack.com/], you can also find Real Gaijin on a few other platforms (listed in alphabetical order). https://www.instagram.com/real_gaijin_on_substack/ [https://www.instagram.com/real_gaijin_on_substack/] https://www.threads.net/@real_gaijin_on_substack [https://www.threads.net/@real_gaijin_on_substack] https://www.tiktok.com/@real.gaijin [https://www.tiktok.com/@real.gaijin] https://x.com/Real_Gaijin_ [https://x.com/Real_Gaijin_] https://www.youtube.com/@RealGaijin [https://www.youtube.com/@RealGaijin] https://www.linkedin.com/in/mark-wilt-kennedy/ [https://www.linkedin.com/in/mark-wilt-kennedy/] Get full access to Real Gaijin at realgaijin.substack.com/subscribe [https://realgaijin.substack.com/subscribe?utm_medium=podcast&utm_campaign=CTA_4]
59 episodios
Comentarios
0Sé la primera persona en comentar
¡Regístrate ahora y únete a la comunidad de Real Gaijin — Japan’s Business, Culture & Life Podcast: A podcast about Japan’s economy, work culture, foreign residents, regional revitalization, and the people shaping the country’s future.!