Piecemeal Acquisitions

ACCA P2考試：Piecemeal Acquisitions

1. Introduction

A step or piecemeal acquisition occurs where the investment in a subsidiary (or an associate) is acquired in several stages, rather than in one go. 

Investments may be carried at cost or this may be replaced by a share of net assets and goodwill when appropriate. This is when the investing company has a holding which gives it:

Control—when consolidation is used; or

Significant influence—when equity accounting is used.

In order to calculate goodwill and reserves at acquisition, net assets acquired need to be established. Hence, the date on which to identify the net assets of the subsidiary at acquisition is needed.

As a result of this, goodwill is only calculated once a significant event occurs (e.g. on obtaining control).

Any increase in a company that is already a subsidiary will only affect the equity of the group. No profit or loss is recognised and there will be no change to the amount of goodwill calculated on the original controlling event.

Thus, there are several piecemeal acquisition possibilities, depending on the size of the stake purchased at each stage. Those relevant to this session are summarised in the following sections, with example percentages of control shown in the illustrations.

2. Investment to Subsidiary

Any previous shareholding which qualified as a financial asset under IFRS 9 is treated as if it were disposed and then reacquired, at the acquisition date, at fair value.

Any resulting gain or loss on the remeasurement will be included in profit or loss.

Any changes in value of the instrument that had been reported previously in other comprehensive income will not be reported in profit or loss under IFRS 9.

3. Associate to Subsidiary

A previous investment that was accounted for as an associate under IAS 28, or a joint venture under IFRS 11, is treated in a similar manner to that of a simple investment.

It is presumed that the previous investment was disposed of and then reacquired at acquisition date fair value.

Any difference between the previous carrying value and the reacquired fair value will be recognised in profit or loss at the acquisition date.

Goodwill will be calculated as:

Consideration given to obtain control; plus

Value of non-controlling interest (using either valuation model); plus

Fair value, at acquisition date, of previous shareholding; less

Fair value of the identifiable net assets of the subsidiary at the acquisition date (100%).

4. Subsidiary to Subsidiary

Once control has been obtained, any further acquisition of shares are accounted for within equity and no profit or loss will be recognised.

The carrying amount of non-controlling interest is adjusted to reflect its new percentage holding, if any, in the subsidiary.

Any difference between the amount paid and the amount of adjustment to non-controlling interest will be recognized directly within equity, probably retained earnings.

There will be no recalculation of goodwill; this will still be valued based on the original calculation of when control was achieved.

The adjustment within equity following an increase in the percentage held will be affected by the choice of measurement basis for the non-controlling interest at the measurement date.

If the fair value model has been chosen, then the amount of adjustment within equity will be lower than if the percentage of identifiable net assets valuation model has been chosen.