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Business Combination

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Facts:
On February 1 2009 Allfoods Corp. Announced that it was acquiring 80% of the outstanding common stock of Baked Beans Corp.
On August 1 2009, the acquisition day, Allfoods paid 40 million in cash and issued 2 million shares of Allfoods to sellers.
All the outstanding stock options granted to employees of Baked Beans will be replaced with Allfoods stock options.
Allfoods share price was 30 on announcement date and 35 on acquisition date.
Allfoods would issue an additional one million shares if Baked Beans revenues for the 12 month period after the acquisition were at least 150 million.
Fair value of contingent consideration is 20 million.
Fair value of precombination stock options is 5 million.
Fair value of postcombination stock options is 7 million.
4 million of related acquisition cost.
Baked Beans owns a manufacturing Facility comprised of land, 2 buildings and machinery.
Land could be rezone into a residential subdivision with a fair value of 30 million after considering cost for preparation.
Equipment could be sold at auction for 2 million.
The facility is estimated to be worth 36 million as acquired.
Individual fair value of land is 21 million and for the buildings and machinery 7 million.
In process Research an Development submited to FDA for aproval has a fair value of 15 millions
Baked Beans trademark has a 3 million value.
Management will not use nor sell the trademark.
Trademark has a carrying value of 2 million ind Baked Beans financial statements.

Financial Reporting Issue:
Business combinations

Discussion of financial reporting issue:
First of all we need to determine if the transaction is a business combination process. The ACS 805 defines a business combination as a transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers

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