Nikon 2011 Annual Report Download - page 57

55Annual Report 2011Nikon CorporationFinancial Section
(b) Business Combinations of Metris NV
(Adoption of purchase method)
1. Name and business description of company acquired,
principal reason for business combination, date of business
combination, legal method for business combination, name
of combined company, and percentage of voting rights
acquired
1) Name of the acquired company: Metris NV
2) Description of business: Manufacture and sale of hard-
ware and software for three-dimensional measuring
systems
3) Principal reason for business combination: Expand the
revenue base in the area of measuring instruments by
achieving geographic synergy and further enhancing
product line-up by increasing the Group’s technological
advantage through the promotion of product develop-
ment based on the technological merger of the two
companies.
4) Date of business combination: August 5, 2009
5) Legal method for business combination: Acquisition
through acquisition of shares
6) Name of combined company: Nikon Metrology NV (Metris
NV changed its trade name to Nikon Metrology NV on
November 10, 2009)
7) Percentage of voting rights acquired: 100%
2. Performance of acquired company included in consolidated
financial statements:
Period from July 1 through December 31, 2009
3. Cost of acquiring the company and breakdown thereof:
Millions of Yen
Value of acquisition Cash ¥ 9,396
Direct expense of acquisition Consultations fees, etc. 616
Cost of acquisition ¥10,012
4. Amount of goodwill incurred, reason therefor, and amorti-
zation method and period
1) Amount of goodwill incurred: ¥15,498 million
2) Reason therefor: The cost of acquisition exceeded the net
amount allocated to the assets acquired and the liabilities
assumed, the excess amount was posted as goodwill.
3) Amortization method and period: Straight-line amortiza-
tion in 10 years
Nikon Metrology NV, which was acquired during the
second quarter and included in the scope of consolidation
from the end thereof, was being accounted for on a tenta-
tive basis in accordance with reasonable information
accessible, since the allocation of acquisition costs had
not been completed. As a result of having reasonably
estimated the duration of the effect of goodwill upon
completion of the allocation of acquisition costs at the
end of the period under review, the amortization period
was set at 10 years.
5. The estimated fair values of the assets acquired and the
liabilities assumed at the acquisition date are as follows:
Millions of Yen
Current assets ¥ 5,202
Non-current assets 7,797
Total assets acquired 12,999
Current liabilities 10,433
Non-current liabilities 8,052
Total liabilities assumed ¥18,485
6. Amount of research and development costs included in cost
of acquisition: ¥3,465 million
7. If this business combination had been completed as of
April 1, 2009, the beginning of the current fiscal year, the
estimated amount of effect in consolidated financial state-
ment of income for the year ended March 31, 2010 would be
as follows:
Millions of Yen
Sales ¥2,447
Operating loss 3,148
Income before income taxes 3,770
(Calculation method of estimated amount)
The estimated amount of effect is difference between
consolidated financial statement of income calculated on
the assumption that this business combination had been
completed as of April 1, 2009, the beginning of the current
fiscal year and consolidated financial statement of income
for the year ended March 31, 2010.
This isn’t subject to audit.
20. Losses from Natural Disaster
The loss of ¥2,313 million incurred in connection with the Great East Japan Earthquake, which took place on March 11, 2011, was
posted as other expenses loss.
The losses mainly include expenses to restore the certainly property, plant and equipment to their original state of ¥776 million,
expenses to restore certain inventories to original state of ¥616 million and losses on abandonment and valuation of ¥238 million.
21. Subsequent Events
Appropriations of Retained Earnings
The following appropriation of retained earnings at March 31, 2011 was approved at the Company’s shareholders meeting held
on June 29, 2011:
Millions of Yen
Thousands of
U.S. Dollars
Year-end cash dividends, ¥14.00 ($0.17) per share ¥5,551 $66,755