1 The objective of this IFRS is to improve the relevance, reliability and comparability of the information that a reporting entity provides in its financial statements about a business combination and its effects. To accomplish that, this IFRS establishes principles and requirements for how the acquirer:
- recognises and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree;
- recognises and measures the goodwill acquired in the business
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4 An entity shall account for each business combination by applying the acquisition method.
5 Applying the acquisition method requires:
- identifying the acquirer;
- determining the acquisition date;
- recognising and measuring the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree; and
- recognising and measuring goodwill or a gain from a bargain purchase.
Identifying the acquirer
6 For each business combination, one of the combining entities shall be identified as the acquirer.
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54 In general, an acquirer shall subsequently measure and account for assets acquired, liabilities assumed or incurred and equity instruments issued in a business combination in accordance with other applicable IFRSs for those items, depending on their nature. However, this IFRS provides guidance on subsequently measuring and accounting for the following assets acquired, liabilities assumed or incurred and equity instruments issued in a business combination:
- reacquired rights;
- contingent liabilities recognised as of the acquisition date;
- indemnification assets; and
- contingent consideration.
Paragraph … Continue reading
59 The acquirer shall disclose information that enables users of its financial statements to evaluate the nature and financial effect of a business combination that occurs either:
- during the current reporting period; or
- after the end of the reporting period but before the financial statements are authorised for issue.
60 To meet the objective in paragraph 59, the acquirer shall disclose the information specified in paragraphs B64—B66.
61 The acquirer shall disclose information that enables users of its financial statements … Continue reading
Appendix B Application guidance
This appendix is an integral part of the IFRS.
Business combinations of entities under common control (application of paragraph 2(c))
B1 This IFRS does not apply to a business combination of entities or businesses under common control. A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, … Continue reading
Identifying a business combination (application of paragraph 3)
B5 This IFRS defines a business combination as a transaction or other event in which an acquirer obtains control of one or more businesses. An acquirer might obtain control of an acquiree in a variety of ways, for example:
- by transferring cash, cash equivalents or other assets (including net assets that constitute a business);
- by incurring liabilities;
- by issuing equity interests;
- by providing more than one type of consideration; or
- without transferring
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Definition of a business (application of paragraph 3)
B7 A business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. The three elements of a business are defined as follows:
- Input: Any economic resource that creates, or has the ability to create, outputs when one or more processes are applied to it. Examples
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Identifying the acquirer (application of paragraphs 6 and 7)
B13 The guidance in IFRS 10 Consolidated Financial Statements shall be used to identify the acquirer—the entity that obtains control of the acquiree. If a business combination has occurred but applying the guidance in IFRS 10 does not clearly indicate which of the combining entities is the acquirer, the factors in paragraphs B14–B18 shall be considered in making that determination.
B14 In a business combination effected primarily by transferring cash or … Continue reading
B19 A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the acquiree for accounting purposes on the basis of the guidance in paragraphs B13–B18. The entity whose equity interests are acquired (the legal acquiree) must be the acquirer for accounting purposes for the transaction to be considered a reverse acquisition. For example, reverse acquisitions sometimes occur when a private operating entity wants to become a public entity but does not want to register … Continue reading
Recognising particular assets acquired and liabilities assumed (application of paragraphs 10–13)
B28 – B30 [Deleted]
B31 The acquirer shall recognise, separately from goodwill, the identifiable intangible assets acquired in a business combination. An intangible asset is identifiable if it meets either the separability criterion or the contractual-legal criterion.
B32 An intangible asset that meets the contractual-legal criterion is identifiable even if the asset is not transferable or separable from the acquiree or from other rights and obligations. For … Continue reading