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
3.2.1 Assets and liabilities arising from acquisitions
The fair value of the identifiable assets and liabilities and the net cash outflow at the date of acquisition were:
CHF 1,000 | 30.07.2014 IBL International Group | 30.11.2015 Sias-Xiril Group |
Cash and cash equivalents | 762 | 801 |
Trade accounts receivable | 1,261 | 6,584 |
Inventories | 3,127 | 3,794 |
Income tax receivables | 148 | 12 |
Other current assets | 2,834 | 334 |
Non-current financial assets | 134 | – |
Property, plant and equipment | 1,333 | 4,881 |
Intangible assets | 12,667 | 6,501 |
Deferred tax assets | 6 | 2,473 |
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Assets | 22,272 | 25,380 |
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Current bank liabilities | (1,263) | (2,600) |
Trade and other accounts payable | (4,051) | (2,771) |
Deferred revenue | (200) | (20) |
Income tax payables | (668) | – |
Accrued expenses | (826) | (1,962) |
Provisions | (1,186) | (1,637) |
Non-current loans | (373) | (3,594) |
Liability for post-employment benefits | – | (4,736) |
Deferred tax liabilities | (2,452) | (764) |
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Liabilities | (11,019) | (18,084) |
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Total identifiable net assets at fair value | 11,253 | 7,296 |
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Goodwill arising on acquisition | 21,344 | 12,404 |
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Consideration transferred for the business combination, in cash | 32,597 | 19,700 |
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Cash acquired | (762) | (801) |
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Net cash outflow | 31,835 | 18,899 |
Trade accounts receivable comprise gross contractual amounts due of CHF 7.1 million (2014: CHF 1.3 million), of which CHF 0.5 million (2014: CHF 0.1 million) was expected to be uncollectable at the acquisition date.
The acquisitions were 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 initial accounting for the acquisition in the current financial year is provisional and subject to change regarding the recognized deferred tax asset from tax loss carry-forwards in the amount of CHF 2.4 million. Further analysis has to be performed in order to confirm the measurement of the amount.
3.2.2 Acquisition in 2015: Sias-Xiril Group
The Group acquired 100 % of the voting rights of Sias-Xiril Group on November 30, 2015 consisting of the following companies:
Company | Domicile | Participation in % | Activities |
Sias AG | Hombrechtikon/Zurich (CH) | 100 % | S/R/P/D |
• Xiril AG | Hombrechtikon/Zurich (CH) | 100 % | R/D |
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S = services, holding functions, R = research and development, P = production, D = distribution |
The Sias-Xiril Group develops, manufactures and sells a wide range of modular and complete laboratory automation solutions to OEM-partners. The acquired Group is part of the business segment ‘Partnering Business’.
3.2.3 Acquisition in 2014: IBL International Group
The Group acquired 100 % of the voting rights of IBL International Group on 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 |
The IBL International Group develops, manufactures and sells 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’.
3.2.4 Contribution of acquired companies in the year of acquisition and consolidated numbers
| 2014 | 2015 |
CHF 1,000 |
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Contribution of acquired companies from the date of acquisition |
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Months | 5 | 1 |
Sales | 9,115 | 1,933 |
Operating profit | 504 | (272) |
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Consolidated numbers, if the acquisition occurred at the beginning of the reporting period |
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Sales | 411,408 | 465,334 |
Operating profit1 | 57,900 | 66,100 |
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Acquisition-related legal fees and due diligence costs, included in 'General and administration' | 775 | 315 |
- 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, 2015 and 2014, respectively.
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