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63
TOSHIBA Annual Report 2014
IBM's Retail Store Solutions business
Toshiba TEC Corporation (“TEC”), a consolidated subsidiary of the Company, entered into an agreement with IBM to
acquire IBM's Retail Store Solutions business for $850 million on April 17, 2012 (Japan Standard Time), and acquired the
business on July 31, 2012 (Eastern U.S. Time).
In accordance with this agreement, the business was acquired through Toshiba Global Commerce Solutions Holdings
Corporation, a holding company established in Japan (“Holding Company”), and new companies and their branches
established in 44 countries and regions including U.S. under the umbrella of the Holding Company. TEC acquired an
80.1% stake and IBM Taiwan Holdings B.V. (“IBM Taiwan”) acquired a 19.9% stake in the Holding Company.
According to the price adjustment clause on compensations for acquisition of the business, the purchase price was
adjusted to $797 million from $850 million in the original agreement. 80.1% of the purchase price have been already paid,
and the final payment will be made by purchasing shares held by IBM Taiwan which are equivalent to 19.9% on July 31,
2015. Upon the final payment, the Holding Company will become a wholly owned subsidiary of TEC.
After acquisition of the Retail Store Solutions business, TEC will become the foremost retail point of sale systems
company that provides new value to customers, globally offering high-level products and solutions in the retail solution
market which has been rapidly growing in the Americas, Europe, Japan, Asia, and worldwide.
The Group allocated the purchase price to the assets acquired and liabilities assumed in accordance with ASC No.805.
The following table summarizes the allocation of the purchase price and the fair value of noncontrolling interests to the
identifiable assets acquired and liabilities assumed as of the acquisition date:
As of the acquisition date Millions of yen
Purchase price ¥ 49,903
Noncontrolling interests 12,398
Total ¥ 62,301
Current assets ¥ 3,953
Non-current฀assets 47,164
Current liabilities 9,511
Non-current฀liabilities 147
Total identifiable net assets acquired ¥ 41,459
Identifiable intangible assets acquired are as follows:
Millions of yen
Customer relationships
(Weighted-average฀estimated฀period:฀17.0฀year) ¥ 27,684
Core and current technologies
(Weighted-average฀estimated฀period:฀15.7฀year) 14,071
Brand name
(Weighted-average฀estimated฀period:฀-฀year) 1,954
The excess of the purchase price and the fair value of the noncontrolling interests over the fair value of the identifiable
assets acquired and liabilities assumed, amounted to ¥20,842 million, which was recorded as goodwill and allocated to
Community Solutions.
Operating results of IBM's Retail Store Solutions business are included in the Company's consolidated statement of
income from the acquisition date. IBM's Retail Store Solutions business's net sales and net income included in the
Company's consolidated statement of income for the year ended March 31, 2013 were ¥45,992 million and ¥708 million,
respectively.