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Business Combinations

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WAYS OF COMBINING COMPANIES

Amalgamation happens when the various assets and liabilities of two or more businesses may be acquired by a newly formed business and the original business cease to exist.

Absorption happens where assets and sometimes liabilities, of a business are acquired by another business and are part of the acquiring company’s own assets (and liabilities).

One company acquires shares in another company, with each continuing to exist independently.

Example 1: Acquire shares

Dr investment in B CR Bank (co A)

Example 2:

Alpha buys 25,000 shares of beta at 4pound each. To finance, issues 20,000 of its 25p ordinary shares, market value worth 5 pound.

Share premium: Difference between market value and par value of the shares = 4.75pound

Dr Investment in B (use current MV) Cr Share capital (20,000 * 0.25) Cr Share premium (20,000 * 4.75)

Shares in B will be bought from existing shareholders. Balance sheet of date will not be affected as transaction is bt A and shareholders of B.

Example 3

Dr Bank CR Investment income
Being dividend received

Dr Debtors (dividend receivable) Cr Investment income
Being dividend received accrued

Associate, subsidiary and joint venture

B would be associate if A had a participating interest, and was able to exert a significant influence over its operating and financial policies. Such an influence would be deemed to exist if A held a stake of bt 20 and 50.

B would be a subsidiary if A was able to exert a dominant influence over its operating and financial policies. Total control would tend to exist if A had a stake of more than 50.

B would constitute a joint venture if it was jointly controlled by A and other venturers, such that no one venture was in a position to control B unilaterally.
*Assets controlled by A should be reflected in the group’s acct
*

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