Acquirer
Acquirer
Acquirer
of the acquirer. The acquirer is the entity obtaining control over an acquiree, which must meet
the definition of a business. An acquirer must therefore be identified whenever there is a
business combination. In more complex situations, IFRS 3 takes a substance over legal form
approach to identifying the acquirer. This 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.
IFRS 3 provides the following indicators to consider
The entity which transfers cash or other assets or incurs the liabilities.
The entity which issues the equity interests.
The entity whose size is significantly greater than that of the other combining entity or
entities.
The entity whose owners as a group retain the largest portion of the voting rights.
The entity whose owners have the ability to elect or appoint or remove a majority of
the members of the governing body of the combined entity.
The entity whose (former) management dominates the combined management.
The arguments supporting Greer Co or Layout Co as the acquirer are finely balanced.
IFRS 10 Consolidated Financial Statements states that control exists when the investor
has:
Extras:
There could be a general presumption that Greer Co has achieved control over Layout Co by
acquiring more than one half of the voting rights of the combined entity (51%)
However, in deciding which company is the acquirer, the decision that Greer Co is the
acquirer is influenced by the fact that Greer Co issued the equity interest, transferred
cash and has the marginal controlling interest (51%).
The arguments supporting Bimbi or Lental as the acquirer are finely balanced and therefore it is
difficult to identify an acquirer in this case. It can be argued that Bimbi can be identified as the a
cquirer, on the basis that: