Note 29
Acquisitions of companies
Acquisitions completed as of the 2017/2018 financial year are distributed among the Group’s business areas as follows:
Acquisitions (disposals) | Country | Closing | Net sales, SEKm* | Number of employees* | Business Area | |
Dovitech A/S | Denmark | April, 2017 | 100 | 5 | Components | |
Craig & Derricott Holdings Ltd | Great Britain | April, 2017 | 110 | 90 | Power Solutions | |
Altitech A/S** | Denmark | June, 2017 | 15 | 5 | Components | |
(Batteriunion i Järfälla AB) | Sweden | (June, 2017) | (140) | (16) | (Power Solutions) | |
Mobile Control Systems-bolagen | Belgium | October, 2017 | 50 | 17 | Power Solutions | |
Ingenjörsfirma Pulsteknik AB | Sweden | November, 2017 | 50 | 10 | Components | |
Sensor ECS A/S ** | Denmark | November, 2017 | 155 | 9 | Components | |
Fintronic Oy (assets and liabilities) | Finland | December, 2017 | 7 | 1 | Components | |
STIGAB Stig Ödlund AB | Sweden | December, 2017 | 115 | 12 | Components | |
Finn-Jiit Oy | Finland | January, 2018 | 40 | 10 | Components | |
2 Wave Systems AB ** | Sweden | January, 2018 | 16 | 2 | Components | |
IPAS AS | Norway | January, 2018 | 40 | 10 | Energy | |
Synthecs-gruppen ** | Netherlands | April, 2018 | 145 | 50 | Components | |
Xi Instrument AB | Sweden | April, 2018 | 13 | 2 | Energy | |
KRV AS | Norway | April, 2018 | 55 | 27 | Industrial Process | |
Scanwill Fluid Power ApS och Willtech ApS | Denmark | April, 2018 | 15 | 4 | Components | |
Duelco A/S | Denmark | July, 2018 | 150 | 30 | Energy | |
Prisma Teknik AB och Prisma Light AB | Sweden | July, 2018 | 70 | 27 | Energy | |
Fibersystem AB** | Sweden | July, 2018 | 140 | 12 | Components | |
TLS Energimätning AB | Sweden | July, 2018 | 50 | 9 | Industrial Process | |
Diamond Point International (Europe) Ltd** | Great Britain | July, 2018 | 40 | 9 | Components | |
Power Technic ApS | Denmark | July, 2018 | 50 | 6 | Power Solutions | |
(Solar Supply Sweden AB) | Sweden | (August, 2018) | (80) | (5) | (Power Solutions) | |
Nordautomation Oy | Finland | September, 2018 | 155 | 85 | Industrial Process | |
Wood Recycling Sweden AB | Sweden | October, 2018 | 7 | 2 | Industrial Process | |
Nylund Industrial Electronics (assets and liabilities) | Finland | January, 2019 | 35 | 3 | Components | |
Birepo A/S | Denmark | January, 2019 | 35 | 10 | Components | |
Omni Ray AG | Switzerland | April, 2019 | 330 | 65 | Automation | |
Thurne Teknik AB | Sweden | April, 2019 | 100 | 19 | Industrial Process | |
AB N.O. Rönne | Sweden | April, 2019 | 8 | 4 | Industrial Process | |
Best Seating Systems Walter Tausch GmbH | Austria | May, 2019 | 23 | 5 | Power Solutions | |
* Refers to assessed condition at the time of acquisition and disposal, respectively, on a full-year basis. | ||||||
**As of April 1, 2019, the company belongs to the Automation business area. | ||||||
The value of assets and liabilities included in acquisitions from the 2017/2018 financial year have been determined conclusively. There has been no change in the acquired values. According to the preliminary acquisition analyses, the assets and liabilities included in the acquisitions for the year were as follows:
2017/2018 | 2016/2017 | |||||
Carrying amount at acquisition date | Adjustment to fair value | Fair value | Carrying amount at acquisition date | Adjustment to fair value | Fair value | |
Intangible non-current assets | 10 | 327 | 337 | 0 | 323 | 323 |
Other non-current assets | 61 | 2 | 63 | 10 | – | 10 |
Inventories | 68 | – | 68 | 67 | – | 67 |
Other current assets | 281 | – | 281 | 198 | – | 198 |
Deferred tax liability/tax asset | -6 | -69 | -75 | -1 | -69 | -70 |
Other liabilities | -222 | -15 | -237 | -166 | -8 | -174 |
Acquired net assets | 192 | 245 | 437 | 108 | 246 | 354 |
Goodwill | 306 | 314 | ||||
Non-controlling interests | – | – | ||||
Consideration 1) | 743 | 668 | ||||
Less: cash and cash equivalents in acquired businesses | -96 | -50 | ||||
Less: consideration not yet paid | -83 | -170 | ||||
Effect on the Group’s cash and cash equivalents | 564 | 448 | ||||
1) The consideration is stated excluding acquisition expenses. |
The combined consideration for the year’s acquisition was SEK 743 million, of which SEK 643 million, according to preliminary acquisition analyses, was allocated to goodwill and other intangible assets. Had the acquisitions been completed on 1 April 2018, their impact would have been an estimated SEK 870 million on consolidated net sales, about SEK 60 million on operating profit and about SEK 45 million on profit after tax.
Addtech uses an acquisition structure with a base purchase price and contingent consideration. The outcome of contingent considerations is dependent on future results achieved in the companies and has a set maximum level. Of contingent considerations for acquisitions during the financial year that are yet to be paid, the discounted value amounts to SEK 85 million. The contingent considerations fall due within three years and the outcome may not exceed SEK 113 million. If the conditions are not met, the outcome may be in the range of SEK 0-113 million.
For acquisitions that resulted in ownership transfer during the financial year, transaction costs totalled SEK 7 million (6) and are recognised in selling expenses.
Revaluations of contingent considerations had a net positive impact of SEK 8 million (9) on the financial year. The impact on profits is recognised in other operating income and other operating expenses, respectively. No material changes in acquisition analyses were made in the financial year with regard to acquisitions carried out in the year or in previous years.
Consolidated goodwill at the time of the acquisition, regarding the expected future sales trend and profitability, is the amount by which the acquisition value exceeds the fair value of net assets acquired. As of 31 March 2019 non-taxable goodwill amounted to SEK 1,767 million, to be compared with SEK 1,456 million as of 31 March 2018. The change is attributable to acquisitions and exchange differences. Consolidated goodwill is assessed annually for impairment, and no needs for impairment have been identified.
The values allocated to intangible non-current assets, such as supplier relationships, customer relationships, technology and trade-marks, were assessed at the discounted value of future cash flows. The amortisation period is determined by estimating the annual de-crease in sales attributable to each asset. Supplier relationships are generally amortised over a period of 5-10 years customer relation-ships and technology are amortised over 10 years. Trademarks are not amortised but are tested annually in accordance with IAS 36. Annual calculated amortisation regarding intangible non-current as-sets for the year’s acquisitions amounts to about SEK 33 million.