Japan Inc set to step up outbound M&A By Reuters

By Makiko Yamazaki, Scott Murdoch and Kane Wu

TOKYO/SYDNEY/HONG KONG (Reuters) – Japan Inc’s pursuit of overseas deals is set to accelerate as the country’s corporate giants come under pressure to boost capital efficiency and the central bank moves towards ditching policies that depressed the currency.

A growing number of Bank of Japan policymakers are warming to the idea of rising interest rates when they meet March 18-19, and while rate increases are widely expected to be incremental, the change would boost the yen and deal prospects, bankers and lawyers said.

A stronger yen, which has gained about 1% against the dollar so far this month, would make overseas targets cheaper for potential acquirers in Japan, from sectors ranging from financials to technology.

“An increase in interest rates in Japan may be positive for the yen … and make it easier for Japanese companies that are currently more domestically focused to do outbound deals,” said Natsuko Ogawa, a Melbourne-based Ashurst partner.

For those companies with significant global operations, any change in Japanese interest rates would likely have “limited impact” on their ability to finance those transactions, said Ogawa, who specialises in Japanese cross-border deals.

Nearly $17 billion worth of overseas acquisitions by Japanese companies have been announced this year, according to LSEG, in the strongest start to a year for outbound activity since 2019.

The momentum this year comes on the back of an 81% jump in outbound deal value last year to $58 billion, as companies looked to tap alternate revenue streams to soften the impact of a deflationary domestic economy.

Japan’s outbound M&A boom set a sharp contrast with activities in the rest of the Asia Pacific region, where deal values fell 26% in 2023 and 16% so far this year, according to LSEG, mainly due to a sharp slowdown in China.

Accelerating an overseas buying spree by Japanese firms is also a recent push from regulators and activist shareholders for better capital efficiency, including the Tokyo exchange’s call last year for companies to come up with specific action plans.

“Pressure from behind to make use of cash or return it to shareholders is growing ever stronger,” Yuzo Otsuka, head of Japan M&A Advisory at Barclays, said. “Companies now feel that they have no time to waste and need to move forward for growth.”

ACCESS TO FINANCING

The U.S. has been the biggest target nation for Japanese companies, followed by Australia.

Major outbound deals in recent months include Nippon Steel’s $15 billion acquisition of U.S. Steel, and Renesas Electronics’ $5.9 billion deal for electronics designer Altium.

U.S. President Joe Biden has raised concerns over Nippon Steel’s takeover of the 122-year-old U.S. steelmaker, raising the spectre of political risks to Japanese companies’ outbound drive.

Bankers, however, said political reactions to the Nippon Steel deal were not affecting deal appetite. They said that such opposition was unique to the steel sector where nationalistic sentiment was always strong.

In response to the strong deals momentum, some advisory firms are boosting headcounts.

Law firm Freshfields has recently hired four M&A lawyers in Japan and is recruiting more to join its Tokyo-based practice, said its head of Japan, Takeshi Nakao. A further five entry-level associates were also due to join in the next year.

“I do think that Japanese bidders are more valued than they were a few years ago,” Noah Carr, partner at Freshfields, said. “One, because there’s less competition. Two, because Japanese buyers are just more reliable, they have better access to financing, they’ve got the money to spend, they can manage regulatory approvals – and they are capable of taking sophisticated commercial views on terms.”

Mizuho Securities has expanded its M&A team by 10% over the last three years.

There are, however, some risks to the outbound pursuits.

Bain & Company Partner and Japan Chairman Shintaro Okuno said Japanese buyers are often seen as overly optimistic about expected synergies when others are turning cautious about geopolitical risks such as the war in Ukraine and the U.S. presidential elections.

“The Tokyo bourse’s capital efficiency call could also prompt some firms to jump on overseas M&As as an easy option to spend excess cash, but that could result in overpaying and eventually booking impairment losses,” Okuno said.