Samsung 2012 Annual Report Download - page 57

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(B) Mobile business of Cambridge Silicon Radio (“CSR”)
On October 4, 2012, the Company acquired tangible/intangible assets
including patents, R&D workforce and equity shares of 4.9% of the company
from UK-based semiconductor company CSR and its subsidiaries in attempt
to expand its connectivity business such as Bluetooth, GPS and WiFi, etc.
Consideration transferred amounts to $344 million and there could be
additional payment or refund of $10 million depending on the outcome of
an ongoing R&D project. Estimated fair value by weighted-average DCF is
$113,000.
(1) Purchase price allocation
The following table summarizes the consideration paid for CSR and the
amounts of the assets acquired recognized at the acquisition date.
(In millions of Korean won)
Classication Amount
I. Considerations transferred
Cash and cash equivalents ￦383,498
II. Identiable assets and liabilities
Cash and cash equivalents 1,753
Trade and other receivables 304
Property, Plant & Equipment 3,714
Intangible assets (*1) 158,117
Available-for-sales (*2) 59,572
Long-term prepaid expenses 54,339
Other nancial assets 15,779
Trade and other payables 374
Other nancial liabilities 1,687
Total Identiable net assets ￦291,517
III. Goodwill (*3) ￦91,981
(*1) This figure includes ￦102,442 million of Connectivity Semiconductor
related patents and ￦55,675 million of other intangible assets.
(*2) Samsung Electronics Europe Holdings (SEEH) acquired a 4.9% share in
CSR plc according to the contract terms set by the Company.
(*3) Goodwill arising from the acquisition was recognized as this transaction
will allow faster response to changes in the domestic and international
business environments and strengthen manufacturing competitiveness.
37. Business Restructuring within
Consolidated Entity
(A) Spin-o of LCD division
The Company established Samsung Display Corporation through a spin-o of the
LCD segment during the year.
Name of the new
company Samsung Display Corporation
Headquarters
location Giheung-gu, Yongin-si, Gyeonggi-do
Business LCD
Date of Spin-o April 1, 2012
(B) Merger of Samsung Display, Samsung Mobile Display and S-LCD
On July 1, 2012, Samsung Display, a subsidiary, merged with two other subsidiaries:
Samsung Mobile Display and S-LCD.
(1) Overview of merged companies
Samsung Mobile Display S-LCD
Headquarters location Yong-In, Gyeonggi-do Asan, Chung-Nam
Representative director Soo-in Cho Dong-geon Park
Classication of the
acquired company Unlisted company Unlisted company
Relationship with the
Company Associates Subsidiary
(2) Share exchange ratio and distribution
Type Acquiring
Company
Acquired
Company
Acquired
Company
Name Samsung Display Samsung Mobile
Display S-LCD
Merger Ratio 1 1.6487702 -
Samsung Display did not distribute common shares of Samsung Display as a
result of its 100% ownership of S-LCD.
Acquired assets and liabilities were recognized at book value in t he
consolidated nancial statements as the acquisition is a business combination
under common control. As a result, the Company does not recognize an
additional goodwill.
(C) Merger of Samsung Medison and Prosonic
On September 1, 2012, Samsung Medison merged with Prosonic. The merger
was between subsidiaries of the same controlling company.
(1) Overview of merged companies
Prosonic
Headquarters location Gyeong-ju, Gyeongsangbuk-do
Representative director Won Gil Son
Classication of the acquired company Unlisted company
Relationship with the Company Subsidiary
(2) Share exchange ratio and distribution
Type Acquiring Company Acquired Company
Name Samsung Medison Prosonic
Merger Ratio 1 17.5971363
The Company received 10,030,367 of newly issued common shares from
Samsung Medison in exchange for 570,000 common shares of Prosonic which
were previously owned by the Company. Acquired assets and liabilities were
recognized at book value in the consolidated financial statements as the
acquisition is a merger between subsidiaries. There is no additional goodwill.
(D) Others
(1) Merger of Samsung Electronics Asia Holdings(‘SEAH’) and Samsung
Asia Private (‘SAPL’)
On July 1, 2012, SEAH merged with SAPL and changed the company name to
SAPL. The merger was between subsidiaries of the same controlling company
and the accounting treatment for the merger was based on the carrying value
in the consolidated financial statements. The merger did not result in the
recognition of goodwill.
(2) Acquisition of SEHF Korea
On August 13, 2012, the Company acquired 100% ownership of SEHF Korea,
previously a subsidiary of Samsung Electronics Hainan Fiberoptics (SEHF).
SEHF is a subsidiary of the Company.
Subsequently the Company merged SEHF Korea on December 1, 2012 to
maximize business synergies. Acquirsed assets and liabilities of SEHF Korea
were recognized at book value in the consolidated nancial statements as the
acquisition is a merger between parent company and subsidiary. There is no
additional goodwill.
38. Subsequent Events
(A) Merger within Subsidiaries
On January 1, 2013, SEMES, a subsidiary of SEC, merged with SECRON and
GES in order to maximize synergies and enhance the competitiveness in the
semiconductor/LCD equipment business.
(1) Overview of the acquired company
SECRON GES
Headquarters location Cheonan-si,
Chungcheongnam-do
Hwaseong-si,
Gyeonggi-do
Representative director Jae-kyung Lee Min-seok Han
Classication of the acquired
company Unlisted company Unlisted company
Relationship with the Company Associates Associates
(2) Share exchange ratio and distribution
Type Acquiring
Company
Acquired
Company
Acquired
Company
Name SEMES SECRON GES
Merger Ratio 1 0.4473688 0.7684500