Additional payment of contingent acquisition consideration in connection with the acquisition
First written in FY2019-Q1. 3 of 11 entries say "Mitigated", first in FY2021. Latest entry: FY2022-Q3.
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- FY2022-Q3MitigatedAnnual report
「The $1,445,000 received by LUI under this settlement was recorded as extraordinary income in the third quarter of the current fiscal year.」
The dispute with the seller concerning the acquisition of Accelovance was settled, and LUI received $1,445,000 from escrow, which was recorded as extraordinary income. The previously unresolved matters concerning additional consideration and the acquisition price adjustment were effectively resolved through the settlement. - FY2022-Q2MitigatedAnnual report
「On 3 November 2021, we entered into a settlement agreement containing a provision that the seller would pay $1,445,000 to LUI from escrow.」
A settlement agreement was entered into concerning disputes and other matters with the seller related to the acquisition of LAA, providing for the seller to pay $1,445,000 to LUI. The previously unresolved matters concerning the acquisition price adjustment and other issues moved toward resolution through the settlement. - FY2021MitigatedAnnual report
「This resulted from LINICAL USA, INC., our consolidated subsidiary, reaching a final agreement with the seller of Accelovance, Inc., acquired in April 2018 and now known as Linical Accelovance America, Inc., on the acquisition price adjustment and receiving payment from escrow for the difference between the final acquisition price and the acquisition price before the adjustment.」
A final agreement was reached with the seller on the acquisition price adjustment, and ¥266.084 million, representing the difference between the acquisition price before the adjustment and the final acquisition price, was received from escrow. The acquisition price adjustment was settled after a period in which the additional payment amount had been undetermined. - FY2021-Q3RestatedAnnual report
「Regarding the adjustment of the acquisition price with the seller in connection with the acquisition of Accelovance, Inc. (hereinafter, “ACV”), we had continued discussions between the parties but were unable to reach an agreement. As we reached a basic agreement with the seller to settle the matter through a determination by a third-party accounting firm in accordance with the merger agreement,」
The parties were unable to reach agreement on the acquisition price adjustment through discussions, and the policy of settling the matter through a determination by a third-party accounting firm remains in place. - FY2021-Q2RestatedAnnual report
「Regarding the adjustment of the acquisition price with the seller in connection with the acquisition of Accelovance, Inc. (hereinafter, “ACV”), we had continued discussions between the parties but were unable to reach an agreement. As we reached a basic agreement with the seller to settle the matter through a determination by a third-party accounting firm in accordance with the merger agreement,」
The parties were unable to reach agreement on the acquisition price adjustment through discussions, and the policy of settling the matter through a determination by a third-party accounting firm remains in place. - FY2021-Q1Transition to third-party arbitration of the acquisition price adjustmentAnnual report
「In addition, we had continued discussions with the seller regarding the adjustment of the acquisition price for ACV, but were unable to reach an agreement. As we reached a basic agreement with the seller to settle the matter through a determination by a third-party accounting firm in accordance with the merger agreement, legal fees and other costs arising from the adjustment of the acquisition price with the seller in connection with the acquisition of ACV have been recorded as arbitration-related expenses under extraordinary losses since the current fiscal year.」
The parties were unable to reach agreement on the acquisition price adjustment through discussions and reached a basic agreement to settle the matter through a determination by a third-party accounting firm. Related legal fees and other costs were recorded as arbitration-related expenses under extraordinary losses. - FY2020Costs related to price adjustment negotiations with the seller continued to be incurredAnnual report
「In addition to the decrease in revenue for the reasons described above, profit fell short of initial expectations because of costs not directly related to operating activities, including legal fees related to arbitration concerning projects undertaken by Accelovance, Inc., the predecessor of Linical Accelovance America, Inc. (hereinafter, LAA), before the acquisition, and negotiations with LAA's seller. Foreign exchange losses also arose on foreign currency deposits and other items as the yen appreciated.」
Legal fees related to negotiations with the seller concerning the acquisition of LAA were incurred throughout the fiscal year. - FY2020-Q3Legal fees incurred in connection with negotiations over the closing price adjustmentAnnual report
「Operating profit amounted to ¥870 million, down 12.4% year on year, due mainly to the decrease in revenue from the reasons described above and legal fees incurred in connection with negotiations with the seller regarding the closing price adjustment for the acquisition of the U.S. subsidiary.」
Negotiations over the post-acquisition closing price adjustment continued, and legal fees incurred in connection with them became a factor reducing operating profit. - FY2020-Q2Costs incurred in connection with negotiations over the closing price adjustmentAnnual report
「Although operating profit was generally in line with initial expectations, it amounted to ¥571 million, down 11.7% year on year, due mainly to legal fees incurred in connection with negotiations with the seller regarding the closing price adjustment for the acquisition of the U.S. subsidiary.」
The post-acquisition price adjustment remains under negotiation, and legal fees have been incurred in connection with those negotiations and related matters. However, the amount of the additional consideration and the outcome of the price adjustment have not been finalized. - FY2020-Q1Potential change in goodwill due to incomplete price adjustmentAnnual report
「The price adjustment following the share acquisition has not yet been completed, and the amount of goodwill may change depending on the outcome of the price adjustment.」
The acquisition price adjustment remains incomplete, and the possibility that the amount of goodwill may change depending on the outcome was newly stated explicitly. - FY2019-Q1First statedAnnual report
「An additional payment of contingent consideration is required upon the achievement of specified milestones after the business combination. Specifically, if the earnings serving as the performance metric for Accelovance (new name: Linical Accelovance America, Inc.) for the period from 1 January 2018 to 31 December 2018 exceed a specified amount, 50% of the excess, subject to a cap, will be paid additionally as consideration for the share acquisition.」
A condition requiring 50% of the excess to be paid as additional consideration if Accelovance's earnings for 2018 exceed a specified amount was disclosed in detail for the first time.