1.5 SEC Reporting Considerations for Business Acquisitions
When an acquirer is an SEC registrant and consummates — or it is probable that
it will consummate — a significant business
acquisition, the SEC may require the filing of
certain financial statements for the acquired or
to be acquired business (the acquiree) under SEC
Regulation S-X, Rules 3-05 and 3-14. For example,
if the acquirer files a registration statement or
a proxy statement, separate financial statements
for the acquiree may be required in addition to
the financial statements of the registrant.
Including the separate preacquisition financial
statements of the acquiree in a filing allows
current and prospective investors to evaluate the
future impact of the acquiree on the registrant’s
consolidated results. Pro forma information may
also be required under SEC Regulation S-X, Article
11, for the acquisition or probable acquisition of
a business.
For additional information and interpretive guidance on SEC rules regarding
business acquisitions and other SEC requirements
related to business acquisitions, see Deloitte’s
Roadmap SEC
Reporting Considerations for Business
Acquisitions.