GAIJIN GRAVEDANCERS - Forbes Global, 18 February 2002
MARKET VERDICT - ASIA'S REITS- Forbes Global, 10 December 2001
SETTING UP SHOP - WSJ, 8 November 1996

International Herald Tribune, 26 March 2003
Cerberus Partners weighs rival offer for 49% stake held by Softbank, By Brett Cole (Bloomberg News)

TOKYO: Sumitomo Mitsui Financial Group Inc., Japan's second-biggest bank, has offered ¥101.1 billion ($838 million) in cash for Softbank Corp.'s 49 percent stake in Aozora Bank Ltd., according to bankers involved in the transaction.

Sumitomo Mitsui offered Softbank ¥73 a share for the stake, the bankers said. The bid, which can be matched by Cerberus Partners LP, an Aozora shareholder, values the lender at about $1.7 billion. The purchase, which requires regulatory approval, would trigger a general offer for all Aozora shares....

"Sumitomo Mitsui wants this deal," said C.J. Wilson, managing director at investment advisers Global Alliance Ltd. in Tokyo. Aozora shareholders "will look at the price offered by Sumitomo Mitsui to Softbank and will want to sell."

Masayoshi Son, the Softbank chief executive, said he accepted the Sumitomo Mitsui offer, without disclosing the terms. Sumitomo Mitsui said in January it wanted a controlling stake in Aozora....

Under Japanese law, companies wishing to buy 33.3 percent or more of a company outside the market must tender an offer to all shareholders. If there is a general offer, shareholders in Aozora may sell their stakes to Sumitomo Mitsui, which may end up holding more than 50.1 percent in the bank....

Cerberus Partners LP, an $8 billion investment fund that has an 11.5 percent stake in Aozora, is considering its own bid for Softbank's stake, William Richter, a Cerberus co-founder, said this month. Other Aozora shareholders include Tokio Marine Fire Insurance Co., Japan's largest casualty insurer, Orix Corp., Japan's biggest non-bank financial company, California-based Silicon Valley Bank and Japanese regional lenders.


Japan Times, 1 March 2003
By Tomoko Otake and Mayumi Negishi, Staff writers

The Cabinet decided Friday to appoint a former Nomura Securities Co. executive and a high-profile academic to lead a proposed government-backed entity tasked with restructuring indebted firms and revitalizing industries.

Atsushi Saito, a former vice president at the nation's biggest brokerage, will assume the presidency of the industrial revival body when it begins operations around May, and Shinjiro Takagi, a professor of law at Dokkyo University who is also known as a leading corporate rehabilitation expert, will head a panel of experts that will judge whether debt-laden firms are salvageable....

In announcing the appointments, industrial revival minister Sadakazu Tanigaki stressed that the two candidates are "blessed with the most appropriate experience and capabilities."...

"Saito who?" asked Kenji Ueda, executive director of U.S. investment fund Ripplewood Japan Inc. "I'm glad they found somebody, though. I know I wouldn't want to have his job."....

While Takagi is better known for his involvement in the rehabilitation of ailing supermarket chain Daiei Inc., his appointment is expected to raise concerns over his impartiality in choosing companies to rehabilitate.

"Mr. Takagi's reputation is revered among executives, so this is a coup," said C.J. Wilson, managing director of Global Alliance LTD, an investment advisory firm. "But the filtering of who to help and how could be a quagmire of favoritism and conflicts."

As president, Saito's biggest job will be to find sponsors for companies that are put under management revitalization, Tanigaki said. Sponsors will eventually buy their resuscitating companies.

Takagi, meanwhile, will oversee the experts' committee, tasked with determining whether companies are salvageable and, if so, how much to pay banks for their problem loans.....


Wall Street Journal, 3 May 2002
By Jaon Singer

TOKYO - Last year, Curtis Freez, the manager of a Japanese mutual fund, saw some numbers that shocked him....

...In 2002, Japan legalized real-estate investment trusts - which the U.S. had done in the early 1960s. REITs are companies listed on a stock market that invest solely in real estate, giving land sellers another vehicle for bypassing the sclerotic banks.

Gradually, the changes pushed through by Japan to revive its financial system made it possible for land owners to find new buyers where before there hadn't been any, and for buyers to raise money when banks had been saying no. "Japan's financial-products market is moving beyond adolescence at last," says C.J. Wilson, managing director of boutique investment bank Global Alliance.

Foreign investors such as Goldman Sachs began buying in bulk, because they saw the universe of potential buyers expand - which in turn raised the potential value of prime properties. What's more, they saw new uses for idle spaces....



Australia & New Zealand Chamber of Commerce in Japan
Australian Business Centre, 3 April 2002

The subject of exit strategies will be explored in depth in this open-discussion format. This cussion will be led by C.J. Wilson, President of Global Alliance, one of Tokyo's best known and most experienced private equity and M&A advisory firms. Mr. Wilson will set up the discussion by outlining issues of exit strategies for three hypothetical business.

*Actual copy texts of speech are available par request. Please contact Global Alliance to request.


International Herald Tribune, 9, 10 March 2002
Biz Beat, By Paul Murphy, Asahi Shimbun News Service

Marketwise, C.J. Wilson is a contrarian.

At a time when foreign investors are increasingly nervous about Japan, the managing director of mergers and acquisitions adviser Global Alliance believes that "if you look beyond the financial crisis and the leadership crisis," the current period represents " a good opportunity for anyone who wants to come to Japan or Asia."

The 44-years old American particularly smells opportunity in roll-ups, a strategy of buying up and grouping companies under the same brand and management system to enable economies of scale and other advantages.

"Is the time right now in Japan to do roll-ups? The answer is, 'You bet''" he said.

Global Alliance, a Tokyo-based seven-person operation with offices in the United States and Europe, is advising clients about purchase and roll-up a number of Japanese firms.

Stationary stores, dry cleaners, gas stations and property management companies, as well as financial planning and accounting firms, are among those ripe for roll-up.

Typical targets are solid, mid-size firms with less than 2 billion yen in sales, but which "are not benefiting from new information technology or management systems and financial strategies, such as issuing bonds that are possible for a larger fast-growing firm," according to Wilson.

The overriding economic benefit is in new management.

"Nissan is not a roll-up but we all agree that changing the head allowed everyone else the freedom to change," he said.

Wilson believe Japan is suffering from "a management crisis, which is proven by the exceptions."

"The skills that got managers where they are now-go along, get along, spend your time building empires that are politically protected as long as you keep hiring people - where built for a different economy 30 years ago," he said.

Wilson acknowledges that the uniformity which roll-ups bring may erode retail Japan's "mom and pop" face.

But he argues many would not survive anyway.

"When you have firms such as (office supplies mail-order vendor) Askul Corp. selling almost exclusively online and by fax and delivering product the same way, you realize the world has changed." he said.


Forbes Global, 18 February 2002
Japan's economy is getting worse. That's good news for Western investors buying Japanese companies. By Justin Doebele

In January the Carlyle Group paid $27 million for Asahi Security Systems, sold by the troubled Japanese retailer Daiei. It was the U.S. investor group's first acquisition in Japan - but it surely won't be the last.

Carlyle expects to do an additional 15 or so deals in Japan in the next four years. "Buyouts are a totally new business in Japan," says Kensuke Shizunaga, who is the co head of Carlyle's buyout team in Tokyo. "The market here is embryonic."

Just six years ago, fewer than 60 companies a year were bought by or merged with Western concerns. Last year the figure was 160.

"It's game over for Japan Inc.," says Brad Smith, who left his job of running Bear Stearns' Tokyo office 18 months ago to head his own company, Kahala Capital, which advises on mergers and acquisitions (M&A) of Japanese companies. "I have more work than I can handle."

With economic recovery nowhere in sight (see page 22), the dismantling of corporate Japan will get broader and deeper. Consider: The value of M&A in the U.S. is equivalent to about 8% of its $10 trillion GDP; Japanese M&A accounts for only about 1% of its $5 trillion GDP, so there is plenty of room for growth....

....The fraction of shares held in cross-shareholdings has fallen to 37%, from 52% in 1991, according to Goldman Sachs. "Japanese banks and others are unwinding their cross - shareholding of keiretsu groups at a savage pace," says C.J. Wilson, the head of Global Alliance, an M&A advisory firm in Tokyo.

Foreigners in the meantime have raised their ownership to 19% by value of all listed shares, giving them greater leverage for takeovers. For legal control of a Japanese company, an acquirer generally needs to have at least a 34% stake (note that when Renault took over Nissan, it had a 37% stake, and when DaimlerChrysler got Mitsubishi Motors, it had 34%).

Japanese are generally completely naked [to takeovers] without cross - shareholdings," says Arthur Mitchell, a senior partner of Coudert Brothers, a law firm in New York, who has long focused on Japan. Coudert and Lazard Frères developed Japan's first poison-pill defense and Mitchell sees a bright future in helping Japanese companies fashion Western-style defenses against takeover bids. But, he says, most companies ignore the growing danger: No companies have planted these poison pills (there are 2,500 in the U.S.)...


Forbes Global, 10 December 2001
Asia's real estate tycoons are hoping that REITs will flourish in the region. Investors are skeptical. By Justin Doebele

...Not all REITs are created equal. "The U.S. REIT market had more than ten years to mature and to experience plenty of failures in every form before settling down to separate classes of property with the right investors," says C.J. Wilson, who manages Global Alliance, a private investment firm in Tokyo. The same process will likely take place in Asia. Investors need to ask hard questions about whether the properties underlining the REITs can deliver promised returns in growth, rents and capital appreciation.


America Chamber of Commerce in Japan, October 2001

Q: In the World Competitiveness Survey from the Institute for Management Development of Lausanne, America retained the number-one spot, with Singapore a strong second. Japan, however, managed to slip to 26th in 2000, from 24th. Even Chile and Estonia were judged more competitive. Are cumbersome government regulations proving a drag on energizing new businesses to kick-start an economic recovery?

A: I don't believe a competitive ranking is going to be easy to construe as saying that Japan has got to "catch up." I believe it's already taking steps. Does that mean a foreign company can come into Japan and help a local firm transition, to upgrade to become more of a global player? Absolutely. The willingness is there as never before, and it's not simply about "outsourcing." It certainly takes longer to understand Japan; therefore, if you don't understand it yet, it is best to get someone to help you.

Doing business in Japan requires being very careful, very structured and very determined. We don't think it's about finding money; we don't think it's about being first to market — lots of people have been rich and first, and have failed. What we're very sure about is having the right partners.

The myth is that it takes a long time to do business in Japan; it doesn't. Is it possible to be successful? Can I get the people and critical resources I need, get customers? Can I get them quickly? Yes, to all of those. Can I get them as quickly as Hong Kong? No, but Japan dwarfs many markets.

Another myth is that it will be more difficult to enjoy long-term the benefits of having created new business opportunities, to prevent a competitor or copycat from moving in. And my answer to that is; that's global; that is just today. It's not any worse here than anywhere else.

Q: Japanese companies seem unusually cautious about taking a chance on entrepreneurs, while Japanese [employees] continue to be wary about leaving the corporate nest.

A: The markets are changing fast globally and very fast in Japan. As an entrepreneur, you'd better have a really good idea and be ready for people to demand that you prove it to them, rather than simply give you money and trust you to do it. With the bubble bursting here, obviously recruiters are having a tougher time getting people out of their old jobs. People are less willing to take a risk and jump into a start-up now. The current state of the global markets justifies walking away from that risk and staying where they are right now if they are uncertain!

If you are a foreign firm and [have] a good [business] plan, the right resources, and you're going to let the local entrepreneur help run things — it's possible to draw people out. But if you're asking somebody with a steady job to bet their life on yours, that's hard right now. Yet there are still plenty of individuals out there who are bilingual, international, informed and risk takers. I think we're starting to see the age of the truly international Japanese manager. Part of that can be seen in the foreign-born or trained managers that come back to Japan.

Do I expect unemployment to increase in Japan? You bet. Was it good for Korea? You bet. Will it take longer here than there? Yes. We're not going to hit the same bottom; Japan won't be as tough-minded in letting large corporations fail. Being out of work is frightening, yet unemployment often is the key to energizing the creation of new businesses and ideas.

Q: Since American high-tech stocks started to slide lower and lower, venture funding from abroad has gotten very tight. Do you see that situation changing in the near future?

A: A lot of foreign VC's have significantly pulled back. This situation is helping Japan create its own venture market — which we never really had before. It is creating a completely new venture-capital industry and, with it, significant skill sets will in time lead to returns for those venture funds. Those returns will attract the other players into this market. Leveraged buyout funds and private equity funds are still here and will continue to have great opportunity to reposition large companies.

But the foreign equity investor is going to have to bring something more to the table than just money. It's all about alliances; as much as we hear the VC or institutional investor will help you, they're going to have to prove it. With a mix of cultures, regional and global opportunities and conflicts, it's extremely important that people be very aligned in their interests. I don't think we are anywhere near close to predicting who's going to be successful in each market yet, but the amount of money we are going to need to reinvent companies is huge. Markets have never been better for this in Japan.

Q: Are good Japanese companies being created?

A: The foreign capital firms are not finding the good companies easily, but we still get enough. Companies being created by foreigners, by Japanese or a combined team — all three have the same opportunities, though we've seen the Japanese firms able to take advantage of them faster and stay off the radar screen longer. Industry by industry, though, we can see significant advantages for more foreign-influenced firms — finance, on-line trading and telecoms are obvious examples. More "mixed" companies are succeeding with a combination of shareholders and resources, simply because businesses everywhere are globalizing. JVs [joint ventures] are a hot topic — is Nissan [and Renault] a success? Oh, yes. Mazda [and Ford]? Not yet. Given the current environment, it is very easy to have a conversation with any firm that you would like to align yourself with, through a minority or majority stake.

  "Surviving the Challenges. Strategic Partnership and Joint-working Coalitions: Their Complexities & Pitfalls".
New Wave Mergers & Alliances: Strategies for the 21st Century Enterprising
Dubai, UAE, 28 February–1 March 2000

Speakers attending the event included: Ambassador Diana L. Dougan, International Communications Studies, CSIS, Washington; Matthias Kleinert, Daimler Chrysler, Germany; Dr. Peter Spalti, Winterthur Insurance, Switzerland; Dr. David Faulkner, Oxford University, UK; Dr. Ibrahim Shihata, World Bank; C.J. Wilson, Global Alliances, Japan; Dr. Eckart Stor, Seimens, Germany; Stephen Barret, KPMG Corporate Finance; Prof. Jean-Pierre Jeannet, W.F. Glavin Center for Global Leadership, US; Pier Carlo Flaotti, Oracle Corporation, Switzerland; Thomas L. Doorley III, Deloitte Consulting/Braxton Associates; Jean Calude Delcroix, European Internet Industry Association, Belgium; Craig Balance, Electronic Commerce, Canada and Dr. Abdul Hameed Hallab, Special Adviser to H.H. The Ruler of Sharjah for Higher Education, Sharjah.

The summit was inaugurated by H.H. General Shaikh Moammed bin Rashid Al Maktoum, the Crown Prince of Dubai and the UAE Defence Minister in the presence of many prominent personalities. H.E. Nelson Mandela, Nobel Laureate and Former President of South Africa; H.E. Ahmed Al Tayer, UAE Minister of Communications, Forum's Deputy Honorary Chairman; Sulaiman Al Mazroui, Coordinator General of the Forum delivered the keynote speeches. The occasion was also graced with a message to the Forum from H.E. Bill Clinton, President of the United States, which was delivered by the US Ambassador, H.E. Theodore Khattouf.

*Actual copy texts of speech are available par request. Please contact Global Alliance to request.


Wall Street Journal, 23 October 1997
By Steve Glain, Staff Reporter

TOKYO - Morningstar Inc., the Chicago-based mutual-funds rating agency, is close to an agreement with a Japanese company to offer its services in Tokyo, said people close to the negotiations.

Such an agreement would create the first independent mutual-funds rating agency in Japan, where financial deregulation has attracted the world's top asset-management companies.

Morningstar's chairman, Joe Monsueto, acknowledged that he is talking to several companies in Japan to jointly set up a ratings agency, but he wouldn't identify them. "We're very excited about the changes going on in Japan," he said. "When you consider how much money is being held in low-yielding postal accounts, the prospects for selling better-performing mutual funds are very good."

Only 2.6% of Japan's household savings were held in mutual funds last year, while 53%, or about 645 trillion yen ($5.336 trillion), were invested in low-yield bank deposits. But many Japanese and Western money managers expect a mutual-fund boom here as Japanese seek better returns.

Terms of the Morningstar agreement have yet to he worked out, said the people close to the negotiations but Morningstar is expected to take a large stake in a joint venture. Other investors in the venture, they said, are expected to include IFIS Ltd., a small mutual-funds rating agency; Reuters Japan Ltd., the local subsidiary of the international news service; a division of Mitsui Co., the trading giant, and Global Alliance Ltd., an Asia-based investment bank.

IFIS, launched in January 1996 by two former fund managers, first approached Morningstar in August, said a source involved in the negotiations.

Over the past several years, Tokyo has adopted a series of reforms that have made it easier for foreign investment-trust companies to sell funds listed in Japan and overseas. In addition to IFIS, Japan has three fund - rating agencies that are affiliated with securities firms, and one operated by a subsidiary of the Nihon Keizai Shimbun Inc., a financial newspaper.


Asian Wall Street Journal, 1 October 1997
– Picture this: Japanese teenagers are thronging instant-photo booths to get their pictures printed on stickers, and the Tokyo franchise behind the fad is focusing next on the U.S. market.

Naoya Harano, founder of closely held Atlus Co. of Japan, started placing his Print Club photo booths in urban gathering spots for youth in 1996. Now the industry is estimated to be valued at billions of dollars and the booths are poised to challenge the Tamagotchi - the key - chain "virtual pet" - as the distraction of choice among Japan's youth.

Now, the first U.S. Print Clubs are set to be snapping mugs after a debut in Europe. Mr. Harano is so confident Print Club will win over Americans that he plans to list Atlus on the Tokyo Stock Exchange on Oct. 7.

Accessibility Is Key
Success is far from guaranteed, says C.J. Wilson, managing director of Global Alliance Ltd., an Asia-based investment bank and venture-capital company. "Atlus will need to make the Print Clubs accessible, and that means placing them in 7 - Elevens as well as amusement parks," he says. "Retailers will need to know what you are going to put in place of this box when the fad fades, and they'll worry that a personal computer will do it all next year anyway."

In Japan, at least, Print Club has established itself firmly. Print Club booths on the urban streets and alleyways of Japan are routinely crowded with teens, usually girls, lined up to have their pictures taken. The machines print out tiny photos on adhesive strips that can be stuck on name cards, diaries or greeting cards. Users can choose a computer graphic - cartoon characters, star entertainers or gag backdrops - in the photo frames. For 350 yen ($2.89), a consumer can have his mug shot taken alongside Mount Fuji, Tweetie Bird or pop singer Mariah Carey. Japanese teenagers swap the photographs with friends and keep thick albums filled with the photo stickers.

Atlus, a midsize Japanese company that specializes in video - game software, controls two - thirds of the photo - booth market in Japan. Print Club sales provided 70% of the company's 36.5 billion yen ($301.8 million) in revenue last year.

Later this month, it hopes to announce a tie-up with such companies as Eastman Kodak Co. and International Business Machines Corp. to help distribute Print Clubs in the U.S., according to an IBM official in Tokyo. Mr. Harano has obtained the rights to feature images of singers Mariah Carey and Celine Dion in Atlus's U.S. machines, in addition to cartoon characters and entertainers affiliated with a major U.S. multimedia company, he says. (Disclosure laws relating to the stock-market listing prevent him from naming the company, Mr. Harano says. Atlus has rights to use images of characters and entertainers from Time Warner Inc. and Walt Disney Co. in its Japanese Print Clubs.)

The first wave of U.S. Print Clubs will land in Los Angeles and Honolulu, where sample kiosks already have been well-received, Mr. Harano says. The machines will be placed primarily at convenience stores and video-game parlors, and at events like stock - car races, and will target teenagers. The U.S. Print Clubs will feature American sports heroes, entertainers and cartoon characters, many of whom are already used in the Japanese machines, although some changes have been made. "We substituted Mount Fuji with the Statue of Liberty," Mr. Harano says.

Mr. Harano has a knack for spotting fads. He started Atlus in 1988 with a handful of people who worked with him at a small amusement-game software company, just when the video - game craze was gaining steam. He borrowed 20 million yen from friends, and soon the company was writing software for Sega and Japan's other video-game giant, Nintendo Co.

Dominant Grip
His obsession with photo booths began two years ago when a staff worker approached him with a tiny photograph of her and two friends, which was printed on an adhesive strip, albeit without any graphic images. "She thought it was a lot of fun," says Mr. Harano. "So I took a long walk outside the office and noticed schoolgirls were lining up in front of these things."

Atlus has managed to keep its dominant grip with a superior sales and service network that has reduced the average response time to reported breakdowns to about an hour, compared with an average of several hours to a day, says Jim Miller, chief executive officer and president of ImageWare Software Inc. (The San Diego - based ImageWare pioneered the electronic photo booth and has licensed one of its patents to Atlus.)

"He's been very thoughtful about this," Mr. Miller says. "He didn't just put out a thousand machines and figure out how to service them later, which is a mistake a lot of companies make. I salute him for his discipline."


Wall Street Journal (all editions), 25 April 1997, Page 13
By Steve Glain, Staff Reporter

TOKYO – Some analysts are urging stock pickers looking for long-term value in Japan to consider one of the oldest and most venerable sectors of the economy: the trading houses.... Bankers and analysts say the trading companies are using their vast networks and contacts overseas to identify and introduce the new technologies Japan needs to overhaul its lagging communications and multimedia industries.

Focus on Profitability
"The trading companies have the greatest chance to make a difference ... by nurturing or capturing new ventures," says Clifton J. Wilson, the chairman and founder of Global Alliance, a Tokyo-based venture-capital company. "They know the dangers of not changing with the times."

...Only a few years ago, the trading companies were reeling from a series of ill - fated investments that helped fuel asset inflation in Japan's "bubble" economy. But analysts say most of Japan's nine major trading houses are writing down their bad debt and now seem more concerned with profitability than holding showcase assets like golf courses and movie studios. Analysts also stress that the new businesses like multimedia and telecommunications still account for a small portion of the trading companies' total portfolios, a reflection of the attendant risks....


Wall Street Journal (all editions), 8 November 1996, Page 1
Foreign Entrepreneurs find fertile ground for start-ps in Japan, By Steve Glain, Staff Reporter

TOKYO – the Japanese marketplace may look like a jungle from the outside, but some pioneering foreign entrepreneurs see it as the New Frontier.

For instance, when Yuji Suzuki desperately needed a capital infusion this year for his company, a corrugated - box maker named Tri - Wall KK, he turned to Clifton Wilson, President of Global Alliance Japan Inc. Mr. Wilson founded the venture - capital firm last year after spending six years with Merrill Lynch & Co. and a Japanese bank. Mr. Suzuki, president and majority shareholder of Tri-Wall, had just lost a major shareholder, which left the company undercapitalized.

Finding Funds
Mr. Wilson raised $25 million in three months from some Asian paper companies that had bought rights to use Tri - Wall's logo but had dissolved earlier equity links to the company. Renamed New Tri - Wall KK in February, the company expects sales of about $40 million this year. Mr. Suzuki says he didn't even bother asking Japanese investment banks for help. "There isn't a Japanese firm that could have pulled it off," he says.

According to Yasumasa Ishizaka, managing director of investment-adviser China Capital Holdings Inc.: "Most Japanese venture capitalists are on salary, so there's a disincentive to take risks. If you make a decision that goes wrong, it's trouble. If you make one that goes right, there's no upside."

One of Mr. Wilson's secrets: "We've gone local." He formed a board from a circle of Japanese businessmen he knew from previous deals. He found cheap office space by subleasing from a director, and he found secretaries largely through referrals from friends and contacts.


EUROMONEY CONFERENCE, "Valuing in Emerging Markets"
London, UK, 10 & 11 September 1996

*Actual copy texts of speech are available par request. Please contact Global Alliance to request.