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47
Annual Report 2014
22. BUSINESS COMBINATION
Business combinations for the year ended March 31, 2014 consisted of the following:
(Business combination by acquisition)
1. Name and business of the acquired company
Name: BR INDÚSTRIA E COMÉRCIO DE PRODUTOS E TECNOLOGIA EM AUTOMAÇÃO S.A.
Business: Design, develop, manufacture, sell automated equipment and provide services
2. Main reasons for the business combination
OKI’s Mid-term Business Plan 2016 announced on November 12, 2013 sets expansion of overseas businesses as one of the most impor-
tant management strategies. Within its ATM business, OKI’s cash-recycling ATM has a strong track record in China, Russia and Indonesia.
In order to further expand its overseas business and help accelerate business growth, OKI has established an ATM business company that
includes banking as well as retail automation, and services in Brazil.
3. Date of the business combination
January 10, 2014
4. Legal form of the business combination
Acquisition of shares
5. Name of company after business combination
OKI Brasil Indústria e Comércio de Produtos e Tecnologia em Automação S.A. (“OBR”)
6. Percentage of voting rights acquired
70.0%
7. Principal reasons for determining the acquiring company
Since the Company delivered the consideration of the acquired shares, which consisted of cash only, the Company is determined to be
the acquiring company.
8. Period of the acquired company’s fi nancial results included in the consolidated fi nancial statements.
The operating result of the acquiree was not included in the consolidated statement of income for the year ended March 31, 2014,
because the Company deemed the acquisition date as December 31, 2013, and used the fi nancial statement of the subsidiary as of De-
cember 31, 2013, in the preparation of the consolidated fi nancial statements.
9. Acquisition costs
Consideration paid for the acquisition Cash ¥ 6,070 million ($ 59,509 thousand)
Expenses directly required for the acquisition Advisory fee and other ¥ 609 million ($ 5,970 thousand)
Total ¥ 6,680 million ($ 65,490 thousand)
10. Amount of goodwill recognized, reason for recognition and amortization method and period of amortization.
a) Amount of goodwill ¥626 million ($6,137 thousand) *1
b) Reasons
Future business activities are expected to generate excess profi tability.
c) Amortization method and period
Goodwill is amortized by the straight-line over the estimated period expected to yield benefi ts. *2
11. Amounts of assets and liabilities acquired on the day of business combination.*1
Current assets ¥ 12,526 million ($ 122,803 thousand)
Non-current assets ¥ 2,576 million ($ 25,254 thousand)
Total assets ¥ 15,102 million ($ 148,058 thousand)
Current liabilities ¥ 5,597 million ($ 54,872 thousand)
Long-term liabilities ¥ 346 million ($ 3,392 thousand)
Total liabilities ¥ 5,944 million ($ 58,274 thousand)
*1 The allocation of acquisition cost was not completed at the end of the consolidated fi nancial year ended March 31, 2014 and the cost is
provisionally recognized based on reasonable information available at that point of time.
*2 The company determines the amortization period in accordance with the result of the allocation of acquisition costs.