BDA’s Jeff Acton quoted in Bloomberg on emerging bidding wars in Japan’s M&A Market

A new trend is emerging in Japan’s busy M&A market, a place that’s traditionally seen a friendlier approach to doing business — bidding wars.

This week brought the latest example, as Sweden’s EQT tabled a higher offer for online marketplace Kakaku.com in a effort to see off rival suitors Bain Capital and SoftBank-backed LY. For Bain, it’s the second bid battle in Japan in 18 months, with the firm having lost out to KKR in the $4 billion-plus pursuit of Fuji Soft last year.

“What we’re seeing with Fuji Soft and Kakaku.com is not a one-off — it’s the new shape of the Japanese market,” says Takeshi Nakao, managing partner for Japan at Freshfields. “As more private equity players build out platforms and compete for the same pool of take-private targets, bidding wars will become a more regular feature of the landscape.”

Japan updated its M&A guidelines in 2023 to help promote takeovers and boost competitiveness, and that move has fundamentally changed the calculus for corporate boards, according to Jeff Acton, a partner and co-head of Tokyo at investment bank BDA.

“They’re now duty-bound to seek out the highest offer, not just accept the first friendly bid,” he says. “That shift, combined with a more open stance toward unsolicited bids, has created fertile ground for competing offers on public deals.”

Those tweaks to the M&A guidelines came with a focus on best practices for responding to unsolicited offers. Since then, we’ve seen some bold moves from foreign buyers looking into Japan — with some mixed results. Toyota this year ended a standoff with activist Elliott and reached a deal to privatize Toyota Industries in the biggest-ever acquisition of a Japanese firm. But in 2025, Canada’s Couche-Tard ditched a massive buyout of Seven & i after growing frustrated with management at the 7- Eleven owner.

“One notable shift is that hostile and unsolicited approaches are no longer exceptional events in Japan,” says Tom Barsha, Bank of America’s head of Asia Pacific M&A. “Boards are increasingly willing to evaluate unsolicited interest on its merits, creating a more competitive environment and an increased likelihood of contested situations.”

Not all deals in Japan are becoming contentious. This year has seen KKR offer to buy Taiyo in a $3.2 billion transaction; and Warburg Pincus launch a $1.2 billion tender offer for student housing and services firm JSB, in what would be its first take-private investment in the country.

All in, the value of deals involving Japanese companies sits at around $327 billion this year, Bloomberg-compiled data show. That’s up more than a fifth on the record-breaking 2025. The boom is pulling firms in. Advent opened a Tokyo office in January, 15 years after exiting the market, and Kirkland & Ellis, one of the world’s biggest law firms, has announced plans to open an office in the city.

“The medium-term outlook for Japan M&A remains strong,” says Barsha, who’s also BofA’s co-head of investment banking coverage for APAC. “Governance reforms, a greater focus on capital efficiency and ongoing portfolio rationalization by corporates continue to drive transaction activity.” —Manuel Baigorri

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