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Consultation 3.17.2021

The document discusses normal and reverse acquisitions. In a normal acquisition, existing stockholders of Entity A remain in control after acquiring Entity B. In a reverse acquisition, existing stockholders of Entity A lose control after issuing additional shares to Entity B's stockholders, Alger. The legal form shows Entity A acquiring Entity B, but in substance Entity B's stockholders control Entity A.

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21 views3 pages

Consultation 3.17.2021

The document discusses normal and reverse acquisitions. In a normal acquisition, existing stockholders of Entity A remain in control after acquiring Entity B. In a reverse acquisition, existing stockholders of Entity A lose control after issuing additional shares to Entity B's stockholders, Alger. The legal form shows Entity A acquiring Entity B, but in substance Entity B's stockholders control Entity A.

Uploaded by

Nicole
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as XLSX, PDF, TXT or read online on Scribd
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Entity A, may existing stockholders (100 shares owned by Dr F)

Sa normal acquisition, the existing stockholders are still in control of A


Entity A issues 50 shares to Alger to acquire all of B's shares

Before (ownership in A) % Issuance After acquisition %


Dr. F 100 100% 100 67% Acquirer
Alger 0 0% 50 50 33%
100 150

Reverse acquisition, the existing stockholders lose control of entity A due to the additional issuance
Entity A issues 150 shares to Alger to acquire all of B's shares

Before (ownership in A) % Issuance After acquisition %


Dr. F 100 100% 100 40%
Alger 0 0% 150 150 60% Acquirer
100 250

Dr. F loses control of entity. It is as if Alger obtains Entity A through a business combination

Legal form: Entity A acquires entity B


In substance: Stockholders of B (Alger) controls Entity A
Listed company kunyare acquires non-listed entity

However, non-listed entity controls listed company after the combination


Non-listed entity wants to remain non-listed kasi
Investment in S (80%) 1,000,000.00
Sold 60% of the 80% for P1,200,000
FV of the remaining 20% is P300,000

Journal entry:
Investment in Associate/FVPL 300,000.00
Cash 1,200,000.00
Investment in S 1,000,000.00
Gain on deconsolidation 500,000.00

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