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Business Combinations | 12 Months Ended
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Dec. 31, 2024
Text block [abstract] |
Business Combinations |
29. | BUSINESS COMBINATIONS
| a. | Subsidiaries acquired
|  | Principal Activity |  | Date of Acquisition |  | Proportion of Voting Equity Interests Acquired (%) |  |  | Consideration Transferred |
|  |  |  |  |  |  |  |  | NT$ |  |  | US$ (Note 4) |
Hirschmann |  | Holding company and the group engaged in the design and manufacturing of automotive components |  | October 27, 2023 |  |  | 100.00 |  |  | $ | 2,317,201 |  |  |  |  |
ASEPCAYMAN |  | Engaged in the packaging and testing of semiconductors |  | August 1, 2024 |  |  | 100.00 |  |  | $ | 1,096,373 |  |  | $ | 33,436 |
CHE |  | Engaged in the packaging and testing of semiconductors |  | August 1, 2024 |  |  | 100.00 |  |  | $ | 1,945,678 |  |  | $ | 59,338 |
| b. | Consideration transferred
|  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |
|  | Hirschmann |  |  | ASEPCAYMAN |  |  | CHE |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
Cash |  | $ | 2,317,201 |  |  | $ | 725,059 |  |  | $ | 22,112 |  |  | $ | 1,713,092 |  |  | $ | 52,245 |
Contingent considerations |  |  | - |  |  |  | 371,314 |  |  |  | 11,324 |  |  |  | 232,586 |  |  |  | 7,093 |
|  | $ | 2,317,201 |  |  | $ | 1,096,373 |  |  | $ | 33,436 |  |  | $ | 1,945,678 |  |  | $ | 59,338 |
In March 2023, the board of directors of USISH resolved to establish a special purpose vehicle (“SPV”, of which 75.1% ownership is owned by USISH’s wholly-owned subsidiary, Universal Global Technology Co., Limited (“UGT”), and 24.9% ownership is owned by an unrelated party, Ample Trading, Co., Ltd. (“Ample Trading”)). The SPV then acquired the automotive wireless business (hereunder, the “Target Business”) carved out from an unrelated party, TE Connectivity Ltd. The consideration for the acquisition was approximately NT$ 2,317,201 thousand, equivalent to US $ 71,452 thousand as the original transaction currency, which was based on the overall valuation of the Target Business and an adjustment for the net debt and net working capital of the Target Business as of the settlement date. The consideration was fully paid in October 2023 and May 2024, respectively. In February 2024, ASE and ASE (Korea) Inc. entered into share purchase agreements with Cypress Semiconductor Technology Ltd. and Infineon Technologies AG to acquire 100 % shareholdings of ASEPCAYMAN and CHE, respectively. The final purchase price will be adjusted in accordance with the method stipulated in the share purchase agreements. As of December 31, 2024, the consideration of NT$ 725,059 thousand (US$22,112 thousand), equivalent to EUR 20,403 thousand as the original transaction currency, and NT$ 1,713,092 thousand (US$52,245 thousand), equivalent to EUR 48,239 thousand as the original transaction currency, were paid. In addition, according to the share purchase agreement, if operating revenue of ASEPCAYMAN and CHE reaches the predetermined target in the respective years of 2025, 2026 and 2027, the remaining consideration will be paid in annual tranches. If the target is not reached in any one of the three years, the corresponding portion of the remaining consideration will be paid in 2028. As of December 31, 2024, the remaining consideration was recognized as contingent considerations under financial liabilities at FVTPL.
| c. | Assets acquired and liabilities assumed at the date of acquisition
|  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |
|  | Hirschmann |  |  | ASEPCAYMAN |  |  | CHE |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 118,419 |  |  | $ | 404,573 |  |  | $ | 12,338 |  |  | $ | 1,381,103 |  |  | $ | 42,120 |
Trade and other receivables |  |  | 1,336,203 |  |  |  | 213,592 |  |  |  | 6,514 |  |  |  | 87,935 |  |  |  | 2,682 |
Inventories |  |  | 1,079,301 |  |  |  | 58,564 |  |  |  | 1,786 |  |  |  | 112,115 |  |  |  | 3,419 |
Property, plant and equipment |  |  | 745,660 |  |  |  | 919,648 |  |  |  | 28,046 |  |  |  | 421,792 |  |  |  | 12,863 |
Right-of-use assets |  |  | 143,629 |  |  |  | - |  |  |  | - |  |  |  | 96,894 |  |  |  | 2,955 |
Others |  |  | 167,521 |  |  |  | 69,707 |  |  |  | 2,126 |  |  |  | 197,450 |  |  |  | 6,022 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade and other payables |  |  | (745,653 | ) |  |  | (263,095 | ) |  |  | (8,023 | ) |  |  | (200,453 | ) |  |  | (6,113 | )
Lease liabilities |  |  | (143,629 | ) |  |  | - |  |  |  | - |  |  |  | (96,894 | ) |  |  | (2,955 | )
Net defined benefit liabilities |  |  | (204,975 | ) |  |  | (158,053 | ) |  |  | (4,820 | ) |  |  | - |  |  |  | - |
Others |  |  | (200,276 | ) |  |  | (71,848 | ) |  |  | (2,191 | ) |  |  | (54,264 | ) |  |  | (1,655 | )
Fair value of identifiable net assets acquired |  | $ | 2,296,200 |  |  | $ | 1,173,088 |  |  | $ | 35,776 |  |  | $ | 1,945,678 |  |  | $ | 59,338 |
| d. | Goodwill (gain on bargain purchase) recognized on acquisition
|  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |
|  | Hirschmann |  |  | ASEPCAYMAN |  |  | CHE |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
Consideration transferred |  | $ | 2,317,201 |  |  | $ | 1,096,373 |  |  | $ | 33,436 |  |  | $ | 1,945,678 |  |  | $ | 59,338 |
Less: Fair value of identifiable net assets acquired |  |  | (2,296,200 | ) |  |  | (1,173,088 | ) |  |  | (35,776 | ) |  |  | (1,945,678 | ) |  |  | (59,338 | )
Goodwill (gain on bargain purchase) recognized on acquisition |  | $ | 21,001 |  |  | $ | (76,715 | ) |  | $ | (2,340 | ) |  | $ | - |  |  | $ | - |
The goodwill from acquisitions mainly represents the control premium. In addition, the consideration paid for acquisitions effectively included amounts attributed to the benefits of expected revenue growth and future market expansions. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. The goodwill recognized on acquisitions is not expected to be deductible for income tax purposes. As of December 31, 2024, the Group has completed the identification of the difference between the cost of the investment and the Group’s share of the net fair value of ASEPCAYMAN’s and CHE’s identifiable assets and liabilities.
| e. | Net cash outflow on acquisition of subsidiaries
|  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |
|  | Hirschmann |  |  | ASEPCAYMAN |  |  | CHE |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
Consideration paid in cash |  | $ | 2,317,201 |  |  | $ | 725,059 |  |  | $ | 22,112 |  |  | $ | 1,713,092 |  |  | $ | 52,245 |
Less: Cash and cash equivalent acquired |  |  | (118,419 | ) |  |  | (404,573 | ) |  |  | (12,338 | ) |  |  | (1,381,103 | ) |  |  | (42,120 | )
Net cash outflow on acquisition of subsidiaries |  | $ | 2,198,782 |  |  | $ | 320,486 |  |  | $ | 9,774 |  |  | $ | 331,989 |  |  | $ | 10,125 |
| f. | Impact of acquisitions on the results of the Group
The results of operations since the acquisition date were included in the consolidated statements of comprehensive income and were as follows:
|  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |  |  | $ |  |
|  | Hirschmann (For the period from October 27, 2023 through December 31, 2023) |  |  | ASEPCAYMAN (For the period from August 1, 2024 through December 31, 2024) |  |  | CHE (For the period from August 1, 2024 through December 31, 2024) |
|  | NT$ |  |  | NT$ |  |  | US$ (Note 4) |  |  | NT$ |  |  | US$ (Note 4) |
Operating revenue |  | $ | 1,017,423 |  |  | $ | 518,026 |  |  | $ | 15,798 |  |  | $ | 825,216 |  |  | $ | 25,167 |
Net profit (loss) |  | $ | 46,075 |  |  | $ | (69,186 | ) |  | $ | (2,110 | ) |  | $ | 152,594 |  |  | $ | 4,654 |
Had the abovementioned business combinations been in effect at the beginning of each annual reporting period, the Group’s pro-forma operating revenues and profit would have been NT$586,489,731 thousand and NT$37,084,732 thousand for the year ended December 31, 2023, respectively, and NT$597,015,838 thousand (US$18,207,253 thousand) and NT$33,865,233 thousand (US$1,032,791 thousand) for the year ended December 31, 2024, respectively. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the operating revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed at the beginning of each annual reporting period, nor is it intended to be a projection of future results. In determining the pro-forma operating revenue and profit for the period had each subsidiary been acquired at the beginning of each respective annual reporting period, the Group has calculated the depreciation of property, plant and equipment and the amortization of intangible assets acquired on the basis of the fair values at the initial accounting for the business combination rather than the carrying amounts recognized in the respective pre-acquisition financial statements.
| g. | During the third quarter of 2024, the Group has completed identifying the difference between the cost of the investment and the Group’s share of the net fair value of Hirschmann’s identifiable assets and liabilities, and has retrospectively adjusted the comparative consolidated financial statements. The adjustments to the consolidate balance sheet as of December 31, 2023 are summarized as follows:
|  | December 31, 2023 |
|  | Before Retrospectively Adjusted |  |  | After Retrospectively Adjusted |
|  | NT$ |  |  | NT$ |
Consolidated balance sheet |  |  |  |  |  |  |  |
Trade receivables, net |  | $ | 99,529,100 |  |  | $ | 99,536,761 |
Other receivables |  | $ | 15,611,917 |  |  | $ | 15,902,053 |
Current tax assets |  | $ | 905,345 |  |  | $ | 875,598 |
Inventories |  | $ | 59,606,188 |  |  | $ | 59,658,354 |
Other current assets |  | $ | 4,959,034 |  |  | $ | 4,973,647 |
Property, plant and equipment |  | $ | 264,812,022 |  |  | $ | 264,871,522 |
Goodwill |  | $ | 52,404,416 |  |  | $ | 52,419,427 |
Other payables |  | $ | 44,242,885 |  |  | $ | 44,556,840 |
Current tax liabilities |  | $ | 9,667,755 |  |  | $ | 9,649,556 |
Deferred tax liabilities |  | $ | 7,598,008 |  |  | $ | 7,703,646 |
Net defined benefit liabilities |  | $ | 4,122,158 |  |  | $ | 4,130,104 |

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