Nikon 2010 Annual Report Download - page 52

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(Allocation related to these splits and mergers)
There was neither a new equity issue nor a capital increase, since
these splits and mergers were implemented among 100%
subsidiaries of the Company.
3. Outline of New Subsidiaries
(Tochigi Nikon Precision Co., Ltd.)
Main business: Manufacture of devices for IC steppers and scanners
and lenses for IC/LCD steppers and scanners
(Miyagi Nikon Precision Co., Ltd.)
Main business: Manufacture of devices for LCD steppers and scanners
As these were transactions under common control, all intercompany
transactions were eliminated and there was no accounting effect for
this transaction on the consolidated fi nancial statements for the year
ended March 31, 2010.
(c) 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 hardware 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 geo-
graphic synergy and further enhancing product line-up by
increasing the Group’s technological advantage through the
promotion of product development 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
fi nancial 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 Consultation fees, etc. 616
Cost of acquisition ¥10,012
4. Amount of goodwill incurred, reason therefor, and amortization
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 amortization
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 tentative 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 fi scal year, the estimated
amount of effect in consolidated fi nancial statement 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
fi nancial statement of income calculated on the assumption that this
business combination had been completed as of April 1, 2009, the
beginning of the current fi scal year and consolidated fi nancial state-
ment of income for the year ended March 31, 2010.
This is not subject to audit.