Transcript タイトル

2007 Taiwan Venture Forum
Investment Banking
Japan as Target for Taiwanese VCs
December 10, 2007
Nomura International (Hong Kong) Ltd., Taipei Branch
Asia Investment Banking
Table of Contents
1. Japan for Fundraising
P. 2
2. Japan for Value Addition
P. 6
3. Japan for Exit
P. 10
4. About Nomura
P. 14
Investment Banking
1. Japan for Fundraising
Targets for Fundraising in Japan
 Investors in Japan who invest in venture capital and private equity funds are institutional investors such as banks and
insurers, corporations with strategic angle, and high net worth
Institutional Investors
Corporations
High Net Worth
3
Japanese Institutional Investors as Target
 Japanese institutional investors (“JII”) are prime target for fundraising in Japan
 Below shows the total assets of major financial institutions
Banks
Life Insurers
MUFG
1,453,249
Nippon
Mizuho
1,208,966
Zenkyoren
SMBC
832,157
Norinchukin
622,611
Resona
Shinkin
Sumitomo Trust
371,527
235,993
185,500
471,290
400,997
Dai-ichi
Meiji Yasuda
Sumitomo
305,256
243,611
202,604
Non-life Insurers
Tokyo Mrine & Nichido
101,613
Mitsui Sumitomo
70,407
Sompo Japan
54,816
Nipponkoa
30,846
Aioi
25,317
12,405
Mitsui
74,051
Nissay Dowa
Alico
59,895
Fuji
9,828
CMTH
120,663
Taiyo
59,568
Kyoei
6,607
Fukuoka FG
106,110
Daido
58,155
Nisshin
4,695
Yokohama
100,727
Asahi
57,309
Asahi
3,881
Note1) Total assets in USD million, USD1=JPY110, as of March 2007
Note2) MUFG: Bank of Tokyo Mitsubishi UFJ + Mitsubishi UFJ Trust
Mizuho: Mizuho Bank + Mizuho Corporate Bank
Resona: Resona Bank + Saitama Resona Bank + Kinki Osaka Bank + Resona Trust
CMTH: Chuo Mitsui Trust Bank + Chuo Mitsui Asset Trust
Fukuoka FG: Fukuoka Bank + Shinwa Bank + Kumamoto Family Bank
4
Trend for Alternative Investment for JII
 JII has constantly increased their investment in alternative assets by increasing allocation
Strategic Allocation by JII
2001
2003
2005
12%
(%)
Target Region on PE
2007(E)
11.4%
Japan
10%
8.1%
8%
7.1%
6.1%
US / EU
6%
4.5%
4.5%
4%
3.4%
Pan Asia
2.4%
2%
1.8%
China / India / Vietnam
0%
Private Equity
Source)
Hedge Fund
Real Estate
”The 2005-2006 Russel Serve on Alternative Investing”
5
Investment Banking
2. Japan for Value Addition
Strategic Focus of Taiwan and Japan
 Taiwanese companies focus more on designing and low-cost manufacturing in high-tech industry while Japanese
companies tend to give up full line-up and focus more on premier technology
 Supplementary effects are more likely between Taiwan and Japan
Premier
technology
Designing
Low-cost manufacturing
Taiwanese Companies’ Focus
Japanese Companies’ Focus
7
Opportunities for Value Addition
 Taiwanese companies could add value by making alliance with Japanese companies, obtaining
outsourcing business, cultivating Japanese market and acquiring Japanese companies.
Alliance
OEM / ODM
Market
Acquisition
8
Amendments of Corporation Law in Japan
Reorganization under Corporation Law
Acquisition of Japanese company by foreign company (Available in May 2007)
 Under the Corporation Law, the “subsidiary’s use of its parent’s shares as consideration” will become effective on May 1, 2007, which will
enable foreign companies to conduct a cross-border “triangular merger” to acquire Japanese company.
 Deregulation of the “restriction on subsidiary's holding of its parent’s shares” for the purpose of engaging cross-border as well as domestic
triangular mergers in Japan will also become effective on May 1, 2007 (Art. 800 of the Corporation Law).
Case of Triangular Merger by Foreign Company in Japan
Former
shareholders of
Nikko
Shareholders of
Nikko
Shares of
Citi
（Target）
Nikko Cordial
（Target）
Citi (US)
67.2%→100%
100%
Citigroup Japan
Holdings (Japan)
Nikko Cordial
Citi (US)
100%
Citigroup Japan
Holdings (Japan)
100%
9
Investment Banking
3. Japan for Exit
Benefits of Listing in Japan
Listing in Japan
Share Exchange
New Market Cultivation
Financing
M&A
Revenue Expansion
Business Expansion
11
Numerical Listing Criteria in TSE
# of shareholders
Float shares*
Tokyo Stock Exchange
1st Section(direct)
Tokyo Stock Exchange
2nd Section
Mothers
Min. 2,200
Min. 800
Min. 300 shareholders
(at least 500 new units listed)
a. Min. 20,000 units
b. Min. 35% of outstanding shares
a. Min. 4,000 units
b. Min. Mkt. Cap JPY1 bn
c. Min. 30% of outstanding shares
a. Min. 2,000 units
b. Min. Mkt. Cap JPY500mn
c. Min. 25% of outstanding shares
Market Cap.
Min. JPY50 bn
Min. JPY2 bn
Min. JPY1 bn
Operating history***
Min. 3 years
Min. 3 year
Min. 1 year
Equity Capital
Min. JPY1 bn
Min. JPY1 bn
-
Pre-tax profit or
Market Cap.
Min. JPY100mn-400mn or
Min. JPY100 bn Mkt. Cap.
Min. JPY100mn-400mn or
Min. JPY100 bn Mkt. Cap.
-
Audit
Audit 2 years
with no false statement etc.
Audit 2 years
with no false statement etc.
Audit 2 years (when the operating history
is more than 2 years)
On November 1,2007,TSE enacted the new test for Float Shares. Float Shares means outstanding shares excluding the shares owned by directors, treasury stocks, shares owned by major
shareholders who possess above 10% of outstanding shares, shares owned by other special interest parties**.
** Special interest parties means a) director’s spouse and relatives with kinship within second degree, b) those companies whose majority of voting shares are controlled by directors or a), and c)
affiliate companies and directors thereof
***Continuous operating history after the establishment of BOD
12
Case Study – Asia Media
 Background
 Asia Media would enhance its profile in Japan to expand their
business in Japan
 By listing on TSE, AM is trying to obtain many blue-chip
Japanese corporations as client to place advertisement via
AM’s facilities
 Japanese investors are interested in PRC’s growth potential
 First Ever in Japan
 First Ever PRC issuer to achieve the IPO in Japan
 First Ever “WFOE” (Wholly Foreign Owned Enterprise)
structure to be utilized in Japan
Offering Summary
Company
Asia Media Co.,Ltd. (HQ located in Beijing, registered in Bermuda)
Ticker Code
2149
Listing Venue
TSE, Mothers Global
Listing Date
Apr 26, 2007
Securities Offered
Ordinary Shares
Issue Size
JPY 5,152mn (US$ 43.3mn)
Fund Raised Amount
JPY 3,680mn (US$ 30.9mn)
Mkt. Cap. (at offer price)
JPY 33,523mn (US$ 282mn)
Offer Price (IPO price)
JPY 640
Price Range
JPY 600 – 640
Pricing Valuation
31.6x (FY2006 EPS)
Lock-up
80% plus, on pre-money basis
IPO Coordinator
Nomura
Use of Proceeds
R&D, Capex., M&A
 Secondary performance
 The opening price was JPY 672, 5% higher than the offer price
(JPY 640), closed with JPY 752 on the IPO date, 17.5% higher
than the offer price
 Nomura’s clients are very actively trading the shares after the
IPO
 Nomura invited Asia Media to annual “Nomura Asia Equity
Forum” where issuers can dialogue with investors directly
 Implication of this IPO
 Foreign companies, which would enhance corporate profile in
Japan, could follow Asia Media with TSE listing
Associate Press (Apr 27)
Headline : China's Asia Media debuts on Tokyo bourse as 1st mainland company to launch IPO in Japan
TOKYO (AP) - Asia Media Co., a Beijing-based provider of television program guides, made an impressive debut on the Tokyo
Stock Exchange Thursday, as it became the first mainland Chinese company to go public in Japan.
Asia Media shares finished the day's session at 752 yen (US$6.32; €4.63) per share, up 17.5 percent from its initial public offering
price of 640 yen (US$5.38; €3.94), the TSE said on its Web site.
Thursday's debut marked the first time for a company based in mainland China to go public on a Japanese stock market,
the exchange said.
A total of 8.857 million Asia Media shares, which are listed on the TSE's Mothers market for emerging companies, changed hands
Thursday, the exchange said.
The company is expected to use the proceeds from the listing to expand its operations in China, and is likely expand into Japan as
well, according to the Japanese business daily Nikkei.
The listing may set a precedent for other Chinese companies to list on the stock exchanges here as retail investors in
Japan begin to aggressively buy Chinese and other Asian stocks.
Chinese companies sell shares in foreign markets both to raise money and to boost their visibility in hopes of making themsel ves
more appealing to potential foreign partners.
South China Morning Post (Apr 27)
Headline : Asia Media listing gets on with the programme
Asia Media, a Beijing-based provider of TV programme guides, made an impressive debut on the Tokyo Stock Exchange
yesterday, as it became the first mainland company to go public in Japan.
 Japanese investors might be more interested in foreign issuers’
IPO in Japan
13
Investment Banking
4. About Nomura
Nomura Group – Global Financial Service Company
 Nomura Group is a global financial services company with
offices in 30 countries
Nomura Group
 Founded in 1925 in Osaka, the Group employs over
16,000 people worldwide
 Nomura is dedicated to providing a broad range of
financial services for individual, institutional, corporate and
government clients
 Our business activities include investment consultation
services for retail investors in Japan, securities brokerage
services, securities underwriting for governments and
corporations, merger and acquisition and financial
advisory services, merchant banking, capital market
services and asset management for investment trusts
Domestic
Retail
Global
Markets
Global Investment
Banking
Global
Fixed Income
Global
Equity
Asset
Finance
Global Merchant
Banking
Asset
Management
Shareholders’ Equity in US$m (historic rates)
Merrill Lynch
39,038
Goldman Sachs
Financial Performance of Nomura Holdings, Inc.
35,786
Morgan Stanley
35,364
(US$bn)
Lehman Brothers
Net revenue
9.3
Net income (profit after tax)
1.4
Pre-tax income
2.7
19,191
Nomura
Nomura
18,594
Bear Stearns
Daiwa
Shareholders' equity
18.6
Total assets
305
Nikko Cordial
Note)
As of 31 March 2007
Source)
12,129
10,405
8,232
Financial statements of the named firms
15
Investment Banking
Thank you!
Investment Banking
Eiji Tanaka 田中 榮治
Co-Head of Investment Banking, Taiwan
Nomura International (Hong Kong) Limited, Taipei Branch
14F, 109, Min Sheng East Road, Sec. 3, 10544, R.O.C.
Telephone
Mobile
Facsimile
E-mail
+886-2-2547-9351(Direct)
+886-(0)932019073
+886-2-2547-9386
[email protected]
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