(c) | Business combinations |
i) Business combinations
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.
Each identifiable asset and liability is measured at its acquisition-date fair value except for below:
• | Leases and insurance contracts are required to be classified on the basis of the contractual terms and other factors |
• | Only those contingent liabilities assumed in a business combination that are a present obligation and can be measured reliably are recognized |
• | Deferred tax assets or liabilities are recognized and measured in accordance with IAS 12 Income Taxes |
• | Employee benefit arrangements are recognized and measured in accordance with IAS 19 Employee Benefits |
• | Indemnification assets are recognized and measured on the same basis as the indemnified liability or asset |
• | Reacquired rights are measured on the basis of the remaining contractual terms of the related contract |
• | Liabilities or equity instruments related to share-based payment transactions are measured in accordance with the method in IFRS 2 Share-based Payment |
• | Assets held for sale are measured at fair value less costs to sell in accordance with IFRS 5 Non-current Assets Held for Sale |
As of the acquisition date, non-controlling interests in the acquiree are measured as the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.
The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer. However, any portion of the acquirer’s share-based payment awards exchanged for awards held by the acquiree’s employees that are included in consideration transferred in the business combination shall be measured in accordance with the method described above rather than at fair value.
Acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. Acquisition-related costs, other than those associated with the issue of debt or equity securities, are expensed in the periods in which the costs are incurred and the services are received. The costs to issue debt or equity securities are recognized in accordance with IAS 32 Financial Instruments: Presentation and IAS 39 Financial Instruments: Recognition and Measurement.
ii) Goodwill
The Group measures goodwill at the acquisition date as:
• | the fair value of the consideration transferred; plus |
• | the recognized amount of any non-controlling interests in the acquiree; plus |
• | if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less |
• | the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed. |
When the excess is negative, bargain purchase gain is recognized immediately in profit or loss.
When the Group additionally acquires non-controlling interest, the Group does not recognize goodwill since the transaction is regarded as equity transaction.