In January 2025, Belgian sealant and adhesive maker Soudal acquired a majority stake in Sharp Chemical, an Osaka-based maker founded in 1960 by the Murakami and Miyata families and run by their second generation. Sharp Chemical’s chairman said the company had found a strong partner to secure the future of its family legacy, and Soudal stated that Sharp Chemical would keep its identity, brand name and market position. Approaching Japanese business owners as a foreign acquirer starts from the priorities these statements reflect: the future of the company and its family legacy, its name and brand, and its employees.
This article is written for corporate development and international business development teams at foreign companies and private equity firms that plan to approach owner-run companies in Japan. It covers the starting point of Japanese owners, the points owners weigh in a sale, the design of the first contact, the approach when the buyer is not named, and the process up to a non-binding offer.
1. Starting Point of Japanese Owners
In our experience, owners of private companies facing succession first consider family members, management and Japanese companies they know, and few begin by looking for a foreign buyer. An approach from a foreign company therefore usually reaches an owner who has not considered a sale to a foreign company.
Market-wide indicators also place Japan low on inward investment and English proficiency, which forms the background to these owner preferences. According to Eurostat (based on UNCTAD data), the 2024 ratio of inward FDI stock to GDP was 5.5% for Japan, compared with 89.0% for the United Kingdom and 46.1% for the world. JETRO, using Japan’s own statistics, puts the ratio at 8.7% at the end of 2024. In the 2025 edition of the EF English Proficiency Index, Japan ranked 96th of 123 countries and regions.
2. Points Owners Weigh
In our experience, Japanese owners ask whether a new owner will continue to meet the company’s responsibilities to its customers after the sale, including continued supply, product quality and long-standing relationships. Owners also ask about the employees, the company name and the role of the founding family. Public statements by the parties to the following transactions reflect these points.
Case 1: Soudal and Sharp Chemical (2025) — A family-run Osaka sealant maker and the buyer’s commitment to its name and brand
Soudal acquired a majority stake in Sharp Chemical in January 2025; the stake and the price were not disclosed. Sharp Chemical makes hybrid sealants and adhesives for construction, industry and DIY, has sales offices in Tokyo and Sapporo, and has production facilities in Japan and China. Mikio Murakami, Sharp Chemical’s chairman, said the company had found a strong partner to secure the future of its family legacy, and that the 2 companies shared the same ambition, family spirit and business ethics. Soudal stated that Sharp Chemical would keep its identity, brand name and market position, and that employment at Sharp Chemical, then 70 people, would be increased in line with its growth plans.
This transaction shows that (i) the owner described the buyer as a partner to secure the family’s legacy and cited shared business ethics, and (ii) the buyer committed publicly to keeping the company’s name, brand and market position and to increasing employment.
Case 2: Sika and Dyflex (2010 and 2014) — A founder stays with a waterproofing maker after a majority acquisition
On May 31, 2010, Swiss construction chemicals maker Sika announced that it had acquired a majority of the shares of the holding company of Dyflex, a maker of liquid waterproofing materials with 2009 sales of about ¥14bn and about 350 employees. Sika stated that the founder, who established Dyflex in 1964, would stay with the company to ensure a smooth transition. Sika acquired the remaining 24.5% in January 2014.
This transaction shows that (i) the founder stayed with the company after selling a majority to a foreign company, and (ii) the buyer acquired the remaining shares about 4 years later.
Case 3: Bridgestone and Anhui Zhongding (2021–2022) — A corporate seller states its view on customers, employees and business partners in a sale to a foreign company
On December 10, 2021, Bridgestone decided to sell its anti-vibration rubber business, with global revenue of about ¥54.4bn in 2020, to Anhui Zhongding Holding (Group), a Chinese company for which anti-vibration rubber is a core business. Bridgestone stated its view that growth under Anhui Zhongding would sustain a competitive business through the continued creation of social and customer value and would allow employees to work with a sense of purpose and security, and stated that it would communicate with its business partners and local communities so that the impact on them would be minimal. The transfer of the main part of the business was completed on September 1, 2022.
This transaction shows that (i) a Japanese seller set out its view on customer value and employees and its approach to business partners when selling to a foreign company, and (ii) the seller chose a buyer for which the business was a core business.
These statements suggest that the sellers in these cases looked for a buyer that would keep the business serving its customers and employees, and that the parties addressed the company name, brand, management or employees at the time of the transaction. For a foreign acquirer, a plan for customers, employees and the company name is part of the proposal from the first meeting with an owner.
3. Design of the First Contact
In our experience, owners respond best to an approach that moves in stages. At first contact, the advisor discloses the buyer’s name and states openly that the buyer is considering a capital relationship with the company, without framing the approach as a proposal to sell. Japanese companies are often reluctant to meet an unnamed party, and naming the buyer with the purpose stated openly increases the number of owners willing to meet.
At the first meeting, the buyer sets out its plans for the company’s customers, employees and name. Owners often become guarded when the first meeting turns into a negotiation over a sale, so specific capital terms, such as the ownership level and the structure, follow once the owner and the buyer have built trust.
An approach to the top of a company through an advisor tells the owner that the buyer has a capital transaction in mind, such as an acquisition, a joint venture or a capital alliance. The owner therefore understands the purpose of the approach without facing a sale proposal at the first meeting.
4. Approach Without Disclosing the Buyer’s Name
When a buyer prefers not to be named at first contact, the advisor meets the owner alone. Without the buyer’s name, the owner has less to go on, so the advisor offers more specifics on the transaction instead. In one of our engagements, the buyer asked not to be named; we met the owners ourselves and stated the intended ownership level at the outset, and the buyer and the owners entered into a non-disclosure agreement directly before the owners disclosed information.
5. From First Meeting to Non-Binding Offer
Many owners of private companies have not sold a company before, and in our experience they disclose information in stages as trust develops. A buyer that holds discussions with several candidates in parallel can compare them on business fit, the ownership level available and governance terms before it submits a non-binding offer. In our experience, meetings, information requests and offers with Japanese owners are conducted in Japanese.
6. Syntax Partners
Syntax Partners is a Japan-based M&A advisory firm that acts solely as financial advisor. In any transaction, we advise one side only, either the buyer or the seller.
Buy-side advisory
For foreign companies and private equity firms considering acquisitions or capital alliances in Japan, we support the full process: mapping targets based on your strategy, including owner-run companies with limited public information; approaching owners directly in Japanese; negotiation; and execution. In negotiations, we set out the owner’s priorities on customers, employees and the company name as terms of the transaction. We work in Japanese and English, among other languages.
Sell-side advisory
As an advisor that maximizes the interests of sellers and owners, we support Japanese owners, parent companies and private equity owners considering a sale or business succession, with foreign strategic buyers included in the buyer universe.
We welcome discussions at any stage, from early-stage exploration of acquisitions or partnerships in Japan to live transactions.
This article was prepared by Syntax Partners, Inc. based on public information, including companies’ official announcements, and statistics from JETRO, Eurostat and EF Education First.
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