Facing Unpredictable Situations
On a summer evening in July 1995, my colleague, Sales Manager Mr. Y, and I were in a Boston sports bar, reflecting on the day with Samuel Adams beers in hand.
“So, what’s next?” we asked ourselves.
We had traveled to the U.S. to attend a joint marketing meeting between Millipore’s U.S. headquarters and a newly acquired company. A month earlier, we had been informed about the acquisition of PerSeptive Biosystems, a biotech venture spun out of MIT in 1992. Founded by Dr. Noubar Afeyan, the company aimed to commercialize perfusion chromatography technology. The acquisition involved only Millipore’s peptide synthesis, DNA synthesis, and biochromatography divisions.
There had been rumors of Millipore being acquired by Beckman, so transitioning to an unknown biotech venture felt uncertain. However, our curiosity about PerSeptive Biosystems outweighed our concerns, and we wanted to see the company for ourselves. Our initial purpose at the meeting was as observers, but I had prepared materials on the Japanese market, planning to present if an opportunity arose.
The meeting primarily consisted of headquarters staff from both companies presenting technical explanations and highlighting their products’ superiority. Despite their confidence, many of these products had significant flaws, and the self-praise felt disconnected from the challenges of real-world sales. I endured three hours of these polished but unsettling presentations.
During the final presentation, which introduced an upcoming mass spectrometer, the presenter displayed a slide outlining the global market strategy: 60% for the U.S., 30% for Europe, and only 10% for Asia. To my surprise, Japan was not mentioned; it was lumped in as part of Asia, with the primary focus solely on the U.S. market.
Unable to hold back, I raised my hand: “Wait a moment! This plan doesn’t make sense. In the bio market, Japan accounts for 20–25% of the global share.”
My interjection sparked a debate between the PerSeptive Biosystems team and Millipore’s U.S. marketing staff. I seized the moment: “I have materials on the Japanese market and sales strategies. Could I have 10 minutes to present them?”
Granted 10 minutes, I ended up presenting for an hour, explaining the Japanese market, sales strategies, and successful case studies. By the time I finished, night had fallen, and the meeting concluded. Everyone was visibly tired and decided to call it a day.
Over beers that evening, Mr. Y remarked:
Y: “Don’t you think this company is interesting? The founder and CEO, Dr. Noubar, is a scientist and only in his early 30s. He seems much more understanding than the finance-oriented CEO at our current big corporation.”
Me: “True. And even though we’re on the acquired side, working for a small company with new technology and little knowledge of Japan sounds much more rewarding. I’m thinking of making the move—it seems exciting!”
Y: “Joining them isn’t the same as being transferred; it’s more like leaving and starting fresh. Honestly, one of the reasons I came to the U.S. was to see if I could lead this spinoff. But after hearing your presentation today, I think you’re the better fit. If you take the lead, I’ll follow you.”
Me: “What? Really?”
Y: “It’s settled, then. Let’s prepare once we return to Japan.”
Rare Experience of M&A Integration (Spinning Out from an Organization)
Thus, we planned to spin out from our current company. However, upon returning to Japan, we discovered two major challenges that needed to be addressed:
- Issue 1
- PerSeptive Biosystems Inc. in the U.S. had already established PerSeptive Biosystems Japan Co., Ltd. a year prior, with a workforce of four employees, including the CEO.
- Issue 2
- Due to the size of the business transfer, only 20 employees could be relocated. At the time, my division had 48 employees, but the acquisition terms stated that half of the products in Millipore’s portfolio would be discontinued. This left a maximum of 20 employees eligible for transfer.
Negotiations began with the president of Millipore Japan to address these issues. Two proposals were presented:
- Proposal 1
- To select 20 employees for transfer, conduct individual interviews and allow volunteers to decide. This would involve resigning from Millipore, settling severance pay, and reallocating the remaining 28 employees to other departments.
- Proposal 2
- Instead of transferring employees to the existing Japanese subsidiary, leverage a foreign entity registered nine months earlier as a spin-out plan under the directive of the U.S. headquarters. Rename this entity BioSearch Ltd. and relaunch it as PerSeptive Japan Ltd., re-employing the transferred staff.
The rationale for these proposals was as follows: For Proposal 1, based on prior M&A experiences, we knew that employee transfers typically involved gradual integration over at least 18 months, with severance payments sliding over. This slow transition could lead to complacency among employees, as they would perceive minimal changes beyond a new company name and continued stable salaries. Without a shift to a venture mindset, success would be hampered. Furthermore, Millipore Japan had decided to discontinue sales of half the unfinished products in its portfolio, leaving concerns about wasted time and resources if these products were carried over.
For Proposal 2, the foreign entity registration provided an immediate path for restructuring. Transferring employees to the existing Japanese subsidiary would have required aligning with their existing rules and salary systems, which might have been restrictive. From past experiences, I had observed that leaders from acquired companies rarely retained authority post-acquisition, underscoring the need for a fresh structure to protect the careers of the 20 employees transitioning.
Typically, M&A announcements include statements such as “Both businesses will remain unchanged” or “The merger aims to foster growth, and no immediate changes to offices or employee conditions will occur.” However, in practice, office integrations, salary adjustments, and layoffs often occur within 18 months, with senior management from the acquired company being the first to face redundancy. To ensure clarity, I conducted individual interviews with all 48 employees, asking them to decide within two weeks whether to transfer or remain. The following principles guided these discussions:
As a result, 18 employees chose to transfer. Of the remaining 30, approximately 10 resigned within six months and transitioned to competitors.
A Rare Experience of M&A Integration (Launching a New Company)
After deciding to establish PerSeptive Limited as an independent entity, I traveled to the U.S. to seek approval and explain the situation. The young, academically inclined CEO and the CFO, who had been recruited from an IT company, entrusted the decision to Bob Anacon, the VP of Business Operations, who lacked prior venture experience but came from a major pharmaceutical company. To my surprise, my proposal was approved without much resistance. Additionally, I secured $500,000 in operational funding and six months of salary guarantees from Millipore, allowing us to restart operations.
This setup created a scenario where two U.S.-affiliated organizations in Japan were set to compete against each other, making the next six months critical. By the fall of 1995, we had relaunched, with the spring of the following year serving as the make-or-break period. Despite the momentum, we faced significant challenges: our product portfolio lacked strong offerings, and we were not authorized to sell the new MALDI-TOF mass spectrometer launched in early 1996. It was a tough beginning.
By late February 1996, five months after the relaunch, I and the president of the other Japanese entity, PerSeptive Biosystems Japan, Mr. S, were summoned to the U.S. headquarters. Despite earlier assurances that the two entities would remain separate, it was clear that cost-cutting measures were now in play. Anticipating this, I had prepared a detailed business plan outlining our future strategy and tactics, complete with a visionary narrative and supporting sales forecasts.
For U.S. presentations, it is crucial to paint a compelling vision, provide concrete evidence of its feasibility, and use sales projections to demonstrate its achievability. In a five-year plan, the first two years must focus on specifics, while years three to five should project growth toward the envisioned future. Quarterly sales figures are the primary metric for evaluation in U.S. companies, so it’s vital to include clear accountability for achieving targets and document commitments from headquarters regarding product specifications, service quality, competitive pricing, and application support.
On the day of the meeting, both Mr. S and I were invited to the CEO’s office. Bob Anacon began by asking me to present my thoughts first. Over the course of an hour, I explained the Japanese market, our strategy, and our plans using prepared slides. After answering a few questions, Bob turned to Mr. S and asked for his input. Mr. S responded, “I wasn’t informed of the purpose of this meeting, so I have no prepared materials.” He provided a brief explanation of past activities, but his presentation ended in about 10 minutes.
After the meeting, we were asked to wait in another room. Within five minutes, Bob emerged and called Mr. S back into the CEO’s office. Shortly afterward, Mr. S returned and said, “I’m heading back to the hotel. Let’s have dinner later.”
Mr. S was a mild-mannered gentleman. I found it puzzling that he hadn’t prepared a plan. Later, I learned that neither of us had been informed of the meeting’s purpose beforehand. Mr. S, who had transitioned from a technical role to sales management at a major Japanese company before being recruited by a U.S. subsidiary, had eventually joined this venture. I realized then that survival instincts and an acute sense of crisis, developed and honed early in one’s career, are vital for navigating such critical moments.
After Mr. S left, I was called into the CEO’s office. Bob and CEO Noubar Afeyan were waiting for me. “Have a seat,” they said. “We just laid off Mr. S. Starting tomorrow, you will unify the Japanese operations and become the representative. Let’s work hard together. We’ll call you back in 2–3 months for further discussions. In the meantime, organize the integration and prepare next year’s plan.”
While I had anticipated this outcome, the straightforwardness of their decision left me momentarily surprised. I responded, “Understood. I will handle the integration. However, I have one condition: starting a new company requires energy and a sense of possibility. Our 18-member team will accept a 10% salary cut. In return, if we meet our sales targets, I request that the 10% be guaranteed as a bonus. Additionally, if we exceed our goals, a portion of the profit should be allocated as incentive bonuses for employees.”
Bob and Noubar exchanged glances and stepped into the adjacent CFO’s office. After a brief discussion, they returned and said, “Agreed. However, you must meet and exceed the sales targets. Is that acceptable? We are entrusting you with all preparations for the business in Japan. Please submit your plan as soon as possible.” The agreement was sealed with a handshake.
I had no concrete basis for achieving these targets. I hadn’t even seen the new products, nor was I familiar with the competitors’ technologies. All I had was the potential of fractal-based technology, CEO Noubar’s passion, and a gut feeling that this venture exuded the essence of an excellent company. This event marked the ninth month since the M&A announcement in June 1995.
(To be continued)

Mr. Hisashi Iwase
Life Science Innovation Advisor at the Japan Analytical Instruments Manufacturers’ Association (JAIMA),
and President & CEO of BioDiscovery Inc. Born in 1951, Tokyo.
Graduated from the Department of Industrial Chemistry, College of Science and Technology, Nihon University.
Mr. Iwase’s extensive career in managing and marketing analytical and bioscience instruments includes
positions at Merck Japan, Waters Japan, Millipore Japan, PerSeptive Biosystems Japan, Applied Biosystems,
Varian Technologies, and Agilent Technologies. In 2001, he established BioDiscovery Inc., and since 2013,
he has served as a Life Science Innovation Advisor for JAIMA.