Olympus 2011 Annual Report Download - page 64

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62 OLYMPUS 2011
Notes: Segmentation is determined by geographical adjacency.
North America includes the United States and Canada. Europe includes Germany, the United Kingdom, France and other countries.
Asia includes Singapore, Hong Kong, China, South Korea, Australia and other countries.
Other areas include Central and South America, Africa and others.
27. BUSINESS COMBINATION BY ACQUISITION
(1) Outline of business combination
(a) Name of the acquired company: Spiration, Inc.
(b) Description of business:
Developing, manufacturing and marketing innovative medical devices for the treatment of lung disease, specifically emphysema.
(c) Principal reason for business combination
As mapped out in the Five-Year Medium-term Corporate Strategic Plan in force from April 2010, Spiration's full participation in the
Olympus Group as a consolidated subsidiary accelerates its business related to the IBV Valve System.
It is also expected that Spiration’s expertise and insights in treatment devices for lung conditions will inspire Olympus Medical's
further development of new techniques and products for the respiratory market.
(d) Date of business combination: June 6, 2010
(e) Legal method for business combination: Acquisition of shares
(f) Company name after combination: Spiration, Inc.
(g) Ratio of voting rights acquired: 100%
(2) Period of results of acquired company included in consolidated financial statements:
Period from July 1, 2010 through March 31, 2011
(3) Cost of acquiring the company and breakdown thereof:
Consideration paid ¥8,734 million $109,175 thousand
Contingent consideration 611 million 7,638 thousand
Total acquisition cost ¥9,345 million $116,813 thousand
(4) Recognized gains or losses from remeasuring investment previously held in step acquisitions at fair value
Loss on step acquisition ¥310 million $3,875 thousand
(5) Amount of goodwill recognized, reason to recognize goodwill, and amortization method and period
(a) Amount of goodwill recognized ¥3,219 million $40,238 thousand
(b) Reason to recognize goodwill:
Goodwill was recognized as the acquisition cost exceeded the net amount allocated to assets acquired and liabilities assumed.
(c) Amortization method and period: Straight-line amortization over 10 years
(6) The estimated fair values of the assets acquired and the liabilities assumed at the acquisition date are as follows:
Current assets ¥ 478 million $ 5,975 thousand
Non-current assets 6,118 million 76,475 thousand
Total assets acquired ¥6,596 million $82,450 thousand
Current liabilities ¥449 million $5,612 thousand
Non-current liabilities 21 million 263 thousand
Total liabilities assumed ¥470 million $5,875 thousand
(7) Detail of contingent consideration and accounting policy for following fiscal years
(a) Detail of contingent consideration
Contingent consideration will be paid when Spriation, Inc. obtains an approval from the Food and Drug Administration of the United
States which was pending at the time of acquisition.
(b) Accounting policy for contingent consideration
In accordance with accounting principles generally accepted in the United States, the subsequent changes in fair value of the
contingent considerations will be charged to income as incurred.