ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION
AND WHERE TO FIND IT
Investors are cautioned that such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Prisa, Liberty and the combined group after completion of the proposed business combination
are based on current expectations that are subject to risks and uncertainties.
The implementation guidance provides examples of how to account for different business combinations
and explanations of topics, such as definition of a business; measuring the fair value of the acquiree; intangible assets; illustration of disclosure requirements; and reverse acquisitions.
The cost of an entity acquired in a business combination
includes the direct costs of the business combination
, which include "out-of-pocket" or incremental costs directly related to a business combination
(such as a finder's fee and fees paid to outside consultants for accounting, legal or engineering investigations or for appraisals).
This leads to some curious Catch-22s, as in France, where takeover laws designed to streamline business combinations
forbid firms to make a bid conditional on regulatory approval, while EU law forbids the combination to go ahead without it.
We may be stepping from relatively clear waters into muddy ones, but regardless of accounting rules on business combinations
, a good deal will still be a good deal.
were concerned that the opportunity to reduce income tax expense in future years for a portion of acquired tax benefits might sometimes influence purchase price allocations for business combinations
Subject to the terms and conditions set forth in the Business Combination
Agreement, the Business Combination
will be effected through (1) the Tokyo Electron Merger of Tokyo Electron and the Tokyo Electron Merger Sub that will be incorporated by Tokyo Electron, and (2) the merger of Applied Materials and a company that will be incorporated by Applied Materials under the laws of the state of Delaware (the Applied Materials Merger ).
Prisa and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Liberty in connection with the proposed business combination
and from the warrantholders of Liberty in connection with the proposed warrant amendment.
Concluding months of redeliberations on all the substantive issues raised by constituents in connection with its 1999 proposal on Business Combinations
and Intangible Assets, the Financial Accounting Standards Board unanimously supported the issuance of final statements on business combinations
and on goodwill and intangible assets.
There is no goodwill recorded at the time of the business combination
EBC"), the underwriters of Ardent's initial public offering consummated on March 2, 2005, and their respective interests in the successful consummation of this business combination