Page 142 - ACC One Report 2567-En

ADVANCED CONNECTION CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024
13.1 BusinessAcquisition
The Company entered into a share purchase agreement to acquire shares of RTS (2003) Co., Ltd. (“RTS”) from three sellers (the “Sellers”) for a total consideration of up to Baht 264 million. The Company settled the purchase price by issuing newly issued ordinary shares to the Sellers. On November 21, 2024, the Company issued and allocated 440 million newly issued ordinary shares with a par value of Baht 0.25 per share to the Sellers as consideration for the acquisition of RTS (2003) Co., Ltd. (“RTS”). The weighted average market price of the Company’s ordinary shares during the period from August 28, 2024 to September 17, 2024, was Baht 0.6291 per share, while the market price of the Company's ordinary shares on November 21, 2024, was Baht 0.83 per share. The offering price of the newly issued shares on November 21, 2024, was Baht 0.60 per share, representing a total value of Baht 264 million.
Therefore, the Company recorded the investment at the fair value of the consideration transferred to the Sellers, which was determined based on the fair value of the Company's ordinary shares on the acquisition date. This comprised 440 million shares at Baht 0.60 per share, totaling Baht 264 million.
The company has carried out various actions in accordance with the guidelines and agreements, such as holding an extraordinary shareholders' meeting to seek approval for various actions from the shareholders, payment for shares through the issuance of additional common shares, changes in the board of directors, and setting the date for the transfer of control of the business to December 12, 2024, which is considered the acquisition date.
This business acquisition meets the criteria under Thai Financial Reporting Standard (TFRS) No. 3 – Business Combinations, which requires the recognition of identifiable assets acquired and liabilities assumed at their fair values, including goodwill (if any). Currently, the Company is in the process of engaging an independent appraiser to assess the fair value of the identifiable assets acquired and liabilities assumed. Therefore, the Company has initially estimated the net assets acquired at their carrying amounts as of the acquisition date, which are expected to approximate their fair values. However, the Company will review the measurement of these assets and liabilities in accordance with TFRS No. 3 within the measurement period, which shall not exceed one year from the acquisition date. If new information becomes available regarding facts and circumstances that existed as of the acquisition date, requiring adjustments to the recognized values, such adjustments will be recorded when such information is obtained.
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Annual Report 2024 (Form 56-1 One Report)
Advanced Connection Corporation Public Company Limited
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