On 5 January 2011, the Extraordinary General Meeting No.1/2011 approved the acquisition of 100 percent shareholding in CenCar Group. On 7 January 2011 (the acquisition date), the Company paid Euro 851 million (equivalent to Baht 34,030 million) for such business and settled liabilities to the financial institutions amounting to Baht 5,913 million on behalf of Nava Nakarintr Limited and SSCP (Thailand) Limited, under the conditions specified in the share purchase agreement. On 21 September 2011, the Company entered into settlement agreement to adjust purchase price on business acquisition amounting to approximately Euro 6 million or equivalent to approximately Baht 255 million (exchange rate at the acquisition date was Baht 39.6671 per Euro). The payment was made on 3 October 2011. The Company assessed the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. The assessment was completed in the fourth quarter of 2011 and within the period of twelve months from the acquisition date allowed by Thai Financial Reporting Standard number 3 (revised 2009). During the measurement period, the Company obtained further information on the fair value of part of the assets and liabilities and has retrospectively adjusted the provisional amount recognised at the acquisition date. The adjustments caused property, plant and equipment and investment property to increase by approximately Baht 4,228 million, leasehold right to decrease by approximately Baht 591 million, deferred tax assets to increase by approximately 255 million, short-term provisions to increase by approximately Baht 51 million and deferred tax liabilies to increase by approximately Baht 1,268 million. Fair value amount of the assets acquired and the liabilities of the CenCar Group as at the acquisition date are as follows: (Unit: Thousand Baht) Cash and cash at banks 2,929,940 Trade accounts receivable 69,195 Inventories - net 1,956,188 Other current assets 620,469 Investment properties 6,624,673 Property, plant and equipment 6,676,499 Intangible assets 107,174 Leasehold rights 1,929,143 Deferred tax assets 434,572 Other non-current assets 51,136 Trade accounts payable (4,544,225) Short-term loans from the Company (5,913,427) Short-term provisions (72,719) Other current liabilities (1,299,166) Deferred tax liabilities (1,268,368) Other liabilities (377,382) Net assets from acquisition of subsidiary companies 7,923,702 Cash paid for acquisition of the subsidiary companies 34,285,113 Goodwill 26,361,411 The total cost of acquisition of Baht 439 million was recorded as expense under the caption of “Acquisition related cost” in the income statements of the consolidated and separate financial statements for the years ended 31 December 2011 and 2010, of Baht 48 million and Baht 391 million, respectively. Goodwill of approximately Baht 26,361 million comprises the value of expected synergies and cost saving arising from the acquisition and other benefits from combining the acquirer’s and acquiree’s businesses. For the period from 7 January 2011 to 31 December 2011, CenCar Group has contributed revenue and profit of approximately Baht 32,564 million and Baht 1,094 million, respectively, to the consolidated statement of comprehensive income. There is no significant difference had CenCar Group been included in the consolidated financial statements from 1 January 2011 to 31 December 2011.
Annual Report 2011
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