PFRS 3 Business Combinations Flashcards
What is PFRS3?
Business Combinations
According to PFRS 3 it is “a transaction or other event in which an acquirer obtains control of one or more businesses.”
business combination
An investor controls an ________ when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power
over the investee.
investee
Control is normally presumed to exist when the ownership interest acquired in the voting rights of the acquiree is ________
more than 50% (or 51% or more)
Control may exist even if the acquirer holds less than 50% interest in the voting rights of acquiree, such as
in the following cases:
- The acquirer has the power to appoint or remove the majority of the
board of directors of the acquiree; or - The acquirer has the power to cast the majority of votes at board
meetings or equivalent bodies within the acquiree; or - The acquirer has power over more than half of the voting rights of the
acquiree because of an agreement with other investors; or - The acquirer has power to control the financial and operating policies
of the acquiree because of a law or an agreement
Accounting for business combinations
• Business combinations are accounted for using the ________.
acquisition method
Business Combination usinng acquisition method requires the following:
- Identifying the acquirer;
- Determining the acquisition date; and
- Recognizing and measuring goodwill. This requires recognizing and measuring the following:
a. Consideration transferred
b. Non-controlling interest in the acquiree
c. Previously held equity interest in the acquiree
d. Identifiable assets acquired and liabilities assumed on the
business combination
is the entity that obtains control of the acquiree.
acquirer
is the business that the acquirer obtains control of in a business combination.
acquiree
In identifying the acquirer
The acquirer is normally the entity that:
a. Transfers cash or other assets and incurs liabilities;
b. Issues its equity interests (except in reverse acquisitions);
c. Receives the largest portion of the voting rights;
d. Has the ability to elect or appoint or to remove a majority ;
e. Dominates the management of the combined entity;
f. Significantly larger of the combining entities;
g. Initiated the combination
to determine the acquisition date:
• The acquisition date is the date on which the ??
acquirer obtains control of the acquiree.
Recognizing and measuring goodwill
Formula:
- Consideration transferred xx
- Non-controlling interest in the acquiree (NCI) xx
- Previously held equity interest in the acquiree xx
- Total xx
- Less: Fair value of net identifiable assets acquired (xx)
= Goodwill / (Gain on a bargain purchase) xx
On acquisition date, the acquirer recognizes a resulting:
a. Goodwill as an asset.
b. Gain on a bargain purchase as gain in profit or loss.
Consideration transferred
• The consideration transferred in a business combination is measured at
__________
fair value.
Examples of potential forms of consideration include:
- Cash,
- Other assets,
- A business or a subsidiary of the acquirer,
- Contingent consideration,
- Ordinary or preference equity instruments, options, warrants and member interests of mutual entities
are costs the acquirer incurs to effect a business combination.
Acquisition-related costs
Acquisition-related costs are recognized as ___________, except for the following:
a. Costs to issue debt securities measured at amortized cost
– included in the initial measurement of the resulting
financial liability.
b. Costs to issue equity securities – are accounted for as
deduction from share premium. If share premium is
insufficient, the issue costs are deducted from retained
earnings
expenses in the periods in which they are incurred
Acquisition-related costs are recognized as expenses in the periods in which they are incurred, except for the following:
a. Costs to issue debt securities measured at amortized cost
b. Costs to issue equity securities
– included in the initial measurement of the resulting financial liability.
Costs to issue debt securities measured at amortized cost
– are accounted for as deduction from share premium. If share premium is insufficient, the ___________?
Costs to issue equity securities
issue costs are deducted from retained earnings
is the equity in a subsidiary not attributable, directly or indirectly, to a parent.
Non-controlling interest (NCI)
NCI is measured either at:
a. Fair value, or
b. The NCI’s proportionate share of the
acquiree’s identifiable net assets
pertains to any interest held by the acquirer before the business combination
Previously held equity interest in
the acquiree
Net identifiable assets acquired
• On acquisition date, the acquirer shall
recognize, separately from goodwill, the
-identifiable assets acquired
-the liabilities assumed and
-any non controlling interest in the acquiree.