Concept of amalgamation and absorption
Amalgamation and absorption are two methods of corporate restructuring used by companies to combine their operations with another company. These methods can help companies to achieve growth, increase their market share, and improve their competitiveness. Here is a detailed explanation of the concepts of amalgamation and absorption:
Amalgamation refers to the process of combining two or more companies to form a new entity. In an amalgamation, the companies involved merge their operations, assets, liabilities, and shareholders to form a new company. The new company may have a new name, management, and ownership structure. Amalgamation can be of two types:
- Amalgamation in the nature of merger: In this type of amalgamation, one or more companies merge with another existing company, and the merged company continues to exist as a single entity. The shareholders of the merged company become shareholders of the new company in proportion to their shareholding in the merged company.
- Amalgamation in the nature of purchase: In this type of amalgamation, one company purchases the assets and liabilities of another company, and the purchased company ceases to exist. The shareholders of the purchased company receive payment for their shares in cash or in shares of the purchasing company.
Absorption refers to the process of one company taking over another company, and the absorbed company ceasing to exist as a separate legal entity. In an absorption, the absorbed company transfers its assets, liabilities, and shareholders to the absorbing company in exchange for payment in cash or shares of the absorbing company. The shareholders of the absorbed company become shareholders of the absorbing company in proportion to their shareholding in the absorbed company.
AS 14 refers to the Accounting Standard 14, which deals with the accounting for Amalgamations. The standard lays down the principles and methods to be followed by companies for accounting for amalgamations, including mergers and acquisitions.
The objective of AS 14 is to ensure that the financial statements of companies accurately reflect the effects of amalgamations on their financial position, financial performance, and cash flows. The standard also seeks to promote consistency and comparability in the accounting treatment of amalgamations across different companies.
Here are some key provisions of AS 14:
- Types of Amalgamations: AS 14 recognizes two types of amalgamations – amalgamations in the nature of merger and amalgamations in the nature of purchase. The standard requires companies to determine the type of amalgamation based on the facts and circumstances of each case.
- Method of Accounting: AS 14 provides for two methods of accounting for amalgamations – the pooling of interests method and the purchase method. The pooling of interests method is used in case of amalgamations in the nature of merger, while the purchase method is used in case of amalgamations in the nature of purchase.
- Treatment of Reserves: The standard requires companies to recognize reserves of the amalgamating companies that are not available for distribution as a result of the amalgamation. Such reserves may include capital reserves, revaluation reserves, and statutory reserves.
- Treatment of Goodwill: AS 14 requires companies to recognize goodwill arising from an amalgamation separately in their financial statements. The standard requires companies to calculate goodwill as the excess of the consideration paid over the net assets acquired.
- Disclosure Requirements: AS 14 requires companies to provide detailed disclosures in their financial statements about the amalgamation, including the method of accounting used, the treatment of reserves and goodwill, and the impact of the amalgamation on the financial position, financial performance, and cash flows of the company.
Types of Amalgamation
Two companies operating in the same industry merge to form a single entity. Horizontal absorption can help companies to increase their market share, reduce competition, and achieve economies of scale.
A company acquires another company in the same industry but at a different stage of the production process. Vertical absorption can help companies to achieve greater control over the production process, reduce costs, and improve efficiency.
Purchase consideration refers to the amount of money or other assets paid by an acquiring company to the shareholders of a target company in exchange for the ownership of the target company. In other words, it is the value that the acquirer places on the target company.
The purchase consideration in an acquisition may be paid in different forms, such as cash, stock, or a combination of both. The acquirer may also assume the target company’s liabilities or issue debt or equity instruments to finance the acquisition.
The purchase consideration is usually determined through negotiations between the acquirer and the target company’s shareholders. The purchase consideration may be based on a valuation of the target company’s assets, earnings, or other financial metrics, as well as strategic considerations such as market share or synergy potential.
In accounting for a business combination, the purchase consideration is recognized as the cost of the acquisition and is allocated to the identifiable assets and liabilities of the target company based on their fair values. Any excess of the purchase consideration over the fair value of the net assets acquired is recognized as goodwill.
Purchase Consideration Strategies and Types
There are various strategies and types of purchase consideration that an acquiring company may use in an acquisition. Here are some of the most common ones:
- Cash Consideration: This is the most straightforward type of purchase consideration, where the acquiring company pays the target company’s shareholders in cash. Cash consideration is often preferred by target shareholders as it provides immediate liquidity.
- Stock Consideration: In a stock consideration, the acquiring company issues its own shares to the target company’s shareholders as consideration for the acquisition. This type of consideration is often used when the acquiring company’s stock is seen as undervalued, and can be a tax-efficient way to finance the acquisition.
- Debt Consideration: In some cases, an acquiring company may issue debt instruments to finance the acquisition, which are then assumed by the target company. This type of consideration may be attractive if interest rates are low or if the target company has strong cash flows to service the debt.
- Asset Consideration: Instead of paying the target company’s shareholders, an acquiring company may offer to purchase certain assets of the target company as consideration for the acquisition. This type of consideration may be attractive if the target company has specific assets that the acquiring company is interested in acquiring.
- Earn-out Consideration: An earn-out consideration involves the payment of additional consideration to the target company’s shareholders if certain financial or operating targets are met post-acquisition. This type of consideration may be used when the target company’s future performance is uncertain, and can align the interests of the target company’s shareholders with those of the acquiring company.
- Combination Consideration: An acquiring company may use a combination of the above types of consideration, depending on the specific circumstances of the acquisition. For example, an acquiring company may offer a mix of cash, stock, and debt as consideration for an acquisition.