Identifying the acquirer
Business combinations are infrequent transactions that are unique for each occurrence. IFRS 3 ‘Business Combinations’ contains the requirements and despite being fairly stable in the ten years since it’s been released, still provides challenges when accounting for these transactions in practice.
Our ‘Insights into IFRS 3’ series summarizes the key areas of the Standard, highlighting aspects that are more difficult to interpret and revisiting the most relevant features that could impact your business.
The acquisition method set out in IFRS 3 is applied from the point of view of the acquirer – the entity that obtains control over an acquiree which meets the definition of a business. An acquirer must therefore be identified whenever there is a business combination. This article explains how to identify the acquirer.
This article should be read closely with our other ‘identification’ articles:
- Insights into IFRS 3 – Identifying a business combination within the scope of IFRS 3
- Insights into IFRS 3 – Identifying the acquisition date
A critical point to note is the acquirer for IFRS 3 purposes (the accounting acquirer) may not always be the legal acquirer (the entity that becomes the legal parent, typically through ownership of majority voting power in the other combining entity).
What is IFRS 3’s approach to identifying the acquirer?
IFRS 3 initially directs an entity to IFRS 10 ‘Consolidated Financial Statements’ to identify the acquirer, and to consider which entity controls the other (i.e. the acquiree). In most business combinations identifying the acquirer is straightforward and is consistent with the transfer of legal ownership. However, the identification can be more complex for business combinations when:
- businesses are brought together by contract alone such that neither entity has legal ownership of the other
- a combination is affected by legal merger of two or more entities or through acquisition by a newly created parent entity
- there is no consideration transferred (combination by contract), or
- a smaller entity arranges to be acquired by a larger one.
In these more complex situations, IFRS 3 takes an in-substance approach to identifying the acquirer rather than relying solely on the legal form of the transaction. This in-substance approach looks beyond the rights of the combining entities themselves. It also considers the relative rights of the combining entities’ owners before and after the transaction. Combinations where the acquirer of a business is the acquiree rather than the acquirer are reverse acquisitions and IFRS 3 provides specific guidance on how to account for these. Refer to page 6 for more details. This means if, when applying the control guidance in IFRS 10, it is not clear which of the entities being combined is the acquirer, entities should revert back to IFRS 3 which provides the following additional indicators to consider:
Examples involving the creation of a new entity
In practice, one of the most common situations where the process of identifying the acquirer requires a more in-depth analysis is when a new entity is formed to bring about a business combination. This can be done in many ways and sometimes can result in a ‘reverse acquisition’ which is explained on page 6. Below are situations of when a new entity might be formed to bring about a business combination:
“IFRS 3 initially directs an entity to IFRS 10 ‘Consolidated Financial Statements’ to identify the acquirer, and to consider which entity controls the other (i.e. the acquiree).”
Business combination effected by exchanging equity interests
When considering a combination effected primarily by exchanging equity interests, other factors and circumstances shall also be considered such as:
It is important to note there is only ever one acquirer in a business combination. In those that involve more than two entities, it is important to consider which entity initiated the combination and the relative size of the combining entities.
Example 3 – Merger of four companies and their relative voting rights
Four companies decide to group their businesses and to do so, they decided to merge together and form NewCo. This is
to create economies of scale. Each company has agreed to contribute their business to NewCo in exchange for shares in
NewCo. The characteristics of the four companies are as follows:
- all 4 companies run independent cafés all in the same region
- Company A runs 3 café’s and Company’s B, C and D have one each
- Company A is given 40% of the voting rights, and B, C and D are given 20% each, and
- there are no other factors to indicate who the acquirer is.
In this situation, Company A is the acquirer. Usually, the entity whose owners obtain the largest portion of the capital of the combined entity generally also has the ability to elect the majority of the members to the governing body.
Another common situation where the process of identifying the acquirer requires some in-depth analysis is when shares are exchanged, and the result is that the accounting acquirer is not the legal acquirer. Normally it is the entity who issues shares to acquire a business who obtains the control of the business it acquired. It is then identified as the acquirer. However, it could happen that following the issuance of the shares by the entity (legal acquirer), it is instead the legal subsidiary that is identified as the acquirer. These are known as reverse acquisitions.
One situation in which reverse acquisitions often arise is when a private operating entity is looking for a fast-track to a public listing. To accomplish this, the private entity arranges for its equity interests to be acquired by a smaller, publicly-listed entity. The listed entity effects the acquisition by issuing shares to the owners of the private operating entity. After the exchange of shares, the former shareholders of the private entity, as a group, hold the majority of the voting rights of the combined entity. In addition, the former shareholders of the private entity have appointed the majority of the members of the new combined entity’s board. In this case, although the publicly listed entity issued shares to acquire the private entity, the listed entity will be identified as the accounting acquiree and the private entity as the accounting acquirer. This is because the former shareholders of the private entity, as a group, have retained control over the private entity.
The accounting for reverse acquisitions depends on whether the accounting acquiree is a business. When the accounting
acquiree is a business, the recognition and measurement principles in IFRS 3 apply, including the requirement to recognize
goodwill. If the accounting acquiree is not a business, then it is outside the scope of IFRS 3. As this topic is a challenging one in practice, we have a published separate guidance on this, including examples, as follows:
Business combinations by contract alone
When a business combination is achieved by contract alone, such as a stapling arrangement, with no combining entity obtaining control of the other combining entities, the acquirer should usually be the combining entity whose owners (as a group) receive the largest portion of the voting rights in the combined entity. This matter was considered by the IFRIC and an agenda decision confirming this accounting treatment was issued in May 2014.