Risk of Post-M&A Integration Burdens, Failure to Achieve Synergies and Goodwill Impairment
First written in FY2018. 1 of 4 entries say "Materialised", first in FY2019. Latest entry: FY2021.
The whole theme swung hardest in 2024: 36 of 89 companies on the "Worse" side.
- FY2021MitigatedAnnual report
「To pursue M&A transactions and similar activities that contribute to increasing the Group's corporate value, the Group first reviews the target company's operating condition and determines whether to proceed only after fully assessing its actual condition and value, including the presence or absence of financial and legal risks. After completing an M&A transaction or similar activity, the Group works to expand its business further by promoting cooperation among Group companies and increasing synergies.」
Pre-transaction reviews of management conditions and financial and legal matters, together with post-transaction cooperation among Group companies and efforts to increase synergies, were specified as response measures. - FY2020RestatedAnnual report
「Following an M&A transaction or similar activity, greater-than-expected burdens in aligning management policies with the target company or integrating various systems and procedures within operating divisions could prevent the Group from achieving the expected synergies. In addition, if operating performance falls short of expectations and future operating profit is expected to fall below forecasts, goodwill may need to be impaired, which could affect the Group's operating results and financial position.」
The risks of post-M&A integration burdens, failure to achieve synergies, underperformance and goodwill impairment continued to be disclosed. - FY2019MaterialisedAnnual report
「In extraordinary income and expenses, the Company recorded an extraordinary loss of ¥210 million due to the impairment of goodwill at its consolidated subsidiary 株式会社トムス. As a result, net income attributable to owners of the parent was ¥144 million, down 34.5% year on year.」
The post-M&A risks of underperformance and goodwill impairment actually materialized as a ¥210,993 thousand impairment loss on goodwill at トムス. - FY2018First statedAnnual report
「If aligning management policies with the other company or integrating various systems and frameworks in administrative divisions following an M&A transaction or similar initiative creates a greater-than-expected burden, the anticipated synergies may not be achieved. In addition, if results fail to meet expectations and future operating profit falls below forecasts, goodwill may need to be impaired, potentially affecting the Group’s business results and financial condition.」
As risks underlying the policy of pursuing business alliances, mergers and acquisitions, the Group has identified integration burdens, failure to achieve synergies, downside risk to future operating profit and goodwill impairment.