3 Scope of consolidation
3.1 Disclosure of interests in other entities
The scope of the consolidation does not include an interest in any of the following:
- Subsidiaries with non-controlling interests
- Associates
- Joint arrangements
The companies which are included in the consolidated financial statements are listed in the notes to the statutory financial statements of Tecan Group Ltd.
3.2 Change in scope of consolidation: acquisition through business combination
The Group acquired 100% of the voting rights of IBL International Group as of July 30, 2014 consisting of the following companies:
Company | Domicile | Participation in % | Activities |
IBL International Holding B.V. | Deventer (NL) | 100% | S |
• IBL International GmbH | Hamburg (DE) | 100% | R/P/D |
• IBL International B.V. | Nijkerk (NL) | 100% | D |
• IBL International Corp. | Toronto (CA) | 100% | D |
• IBL International Corp. | Delaware (US) | 100% | inactive |
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S = services, holding functions, R = research and development, P = production, D = distribution |
Established over 30 years ago, the IBL International Group employs staff of over 80 and has its main operations located in Hamburg, Germany. Further, the Group has dedicated sales teams in Germany, North America and the Benelux as well as an extensive distributor network. The IBL International Group develops, manufactures and offers a comprehensive portfolio of immunoassays for the life science research and routine clinical diagnostics. The acquired Group is part of the business segment ‘Life Sciences Business’, leveraging Tecan’s global presence and strong position in immunoassay instruments.
The fair value of the identifiable assets and liabilities of IBL International Group and the net cash outflow at the date of acquisition were:
CHF 1,000 | 30.07.2014 |
Cash and cash equivalents | 762 |
Trade accounts receivable | 1,261 |
Inventories | 3,127 |
Income tax receivables | 148 |
Other current assets | 2,834 |
Non-current financial assets | 134 |
Property, plant and equipment | 1,333 |
Intangible asset 'acquired in-process R&D' | 151 |
Intangible asset 'acquired technology' | 4,640 |
Intangible asset 'acquired client relationships' | 6,867 |
Intangible asset 'acquired brand' | 1,009 |
Deferred tax assets | 6 |
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Assets | 22,272 |
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Current bank liabilities | (1,263) |
Trade and other accounts payable | (4,051) |
Deferred revenue | (200) |
Income tax payables | (668) |
Accrued expenses | (826) |
Provisions | (1,186) |
Other non-current liabilities | (373) |
Deferred tax liabilities | (2,452) |
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Liabilities | (11,019) |
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Total identifiable net assets at fair value | 11,253 |
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Goodwill arising on acquisition | 21,344 |
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Consideration transferred for the business combination | 32,597 |
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Cash acquired | (762) |
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Net cash outflow | 31,835 |
Trade accounts receivable comprise gross contractual amounts due of CHF 1,331,000, of which CHF 70,000 was expected to be uncollectable at the acquisition date.
The acquisition was accounted for using the acquisition method. The resulting goodwill includes expected synergies from the acquisition, the work force and potentially other intangible assets that could not be valued separately. It is not expected to be deductible for tax purposes. The Group incurred acquisition-related costs of CHF 0.8 million on legal fees and due diligence costs. These costs have been included in ‘General and administration’.
In the five months to December 31, 2014, IBL International Group contributed sales of CHF 9.1 million and operating profit of CHF 0.5 million to the Group’s results. If the acquisition had occurred on January 1, 2014, management estimates that consolidated sales would have been CHF 411.4 million and consolidated operating profit for the year would have been CHF 57.9 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the acquisition date would have been the same if the acquisition had occurred on January 1, 2014.