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Reverse AcquisitionEntity X and Entity Y exchanged equity interests in a business combination. Relevant information follows:Entity X's  has 2,000 issued shares. To effect the business combination, Entity X will issue 2 new shares for each of the 3,000 total outstanding shares of Entity YEntity X's shares have fair value of P100 per share, while Entity Y's shares have fair value of P300 per share.Entity X's net identifiable assets have a fair value of P260,000 as at the acquisition date.Required:A. Identify the accounting acquirer.B. Compute for the Goodwill.

Question

Reverse AcquisitionEntity X and Entity Y exchanged equity interests in a business combination. Relevant information follows:Entity X's  has 2,000 issued shares. To effect the business combination, Entity X will issue 2 new shares for each of the 3,000 total outstanding shares of Entity YEntity X's shares have fair value of P100 per share, while Entity Y's shares have fair value of P300 per share.Entity X's net identifiable assets have a fair value of P260,000 as at the acquisition date.Required:A. Identify the accounting acquirer.B. Compute for the Goodwill.

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Solution

A. Identifying the Accounting Acquirer

In a reverse acquisition, the accounting acquirer is the entity whose equity interests have been acquired, even though it might be issuing the equity interests. In this case, Entity X is issuing more shares (2 for each share of Entity Y), but Entity Y's shares have a higher fair value (P300 per share compared to P100 per share for Entity X). Therefore, Entity Y is the accounting acquirer.

B. Computing for the Goodwill

Goodwill is calculated as the excess of the consideration transferred over the net identifiable assets acquired.

Step 1: Calculate the consideration transferred Entity X is issuing 2 new shares for each of the 3,000 total outstanding shares of Entity Y. Therefore, the total number of new shares issued by Entity X is 2 * 3,000 = 6,000 shares. Given that Entity X's shares have a fair value of P100 per share, the total fair value of the consideration transferred by Entity X is 6,000 * P100 = P600,000.

Step 2: Subtract the fair value of the net identifiable assets acquired from the consideration transferred The fair value of Entity X's net identifiable assets is P260,000. Therefore, the goodwill is P600,000 - P260,000 = P340,000.

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