Chart

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

30.09.2016

SPEware Group

28.02.2017

Pulssar

Cash and cash equivalents

374

 6 

Trade accounts receivable

3,180

Inventories

2,481

 221 

Other current assets

43

 255 

Property, plant and equipment

2,058

 37 

Intangible assets

19,704

 2,187 

Deferred tax assets

677

 

 

 

Assets

28,517

 2,706 

 

 

 

Current financial liabilites

(2,556)

 (500) 

Trade and other accounts payable

(2,013)

 (273) 

Deferred revenue 

(32)

 – 

Accrued expenses

(2,475)

 (63) 

Provisions

(2,623)

 - 

Liability for post-employment benefits

(647)

 (38) 

Deferred tax liabilities

(7,724)

 (209) 

 

 

 

Liabilities

(18,070)

 (1,083) 

 

 

 

Total identifiable net assets at fair value

10,447

 1,623 

 

 

 

Goodwill arising on acquisition

39,004

 3,021 

 

 

 

Consideration transferred for the business combination

49,451

 4,644 

 

 

 

Cash acquired

(374)

 (6) 

Contingent consideration (earn-out)

(8,768)

 (1,743) 

 

 

 

Net cash outflow

40,309

 2,895 

Trade accounts receivable comprise gross contractual amounts due of CHF 0 million (2016: CHF 3.5 million), of which CHF 0 million (2016: CHF 0.3 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. Goodwill arising from these acquisitions is not expected to be tax deductible.

 

3.2.2 Acquisition on February 28, 2017: Pulssar Technologies S.A.S.

The Group acquired 100% of the voting rights of Pulssar Technologies S.A.S (Paris, France) on February 28, 2017 to increase the technology portfolio of its ‘Partnering Business’.

 

At the acquisition date, the fair value of the contingent consideration was estimated to be CHF 1.7 million. The fair value was determined using the discounted cash flow method with a discount rate of 11%. One earn-out payment in the amount of EUR 2.0 million was agreed with the seller upon the achievement of a sales-defined milestone in 2019. The underlying business plan indicated that the entire amount will be payable. There is no change to this assessment at year-end 2017.

 

3.2.3 Acquisition on September 30, 2016: SPEware Group

The Group acquired 100% of the voting rights of SPEware Group on September 30, 2016 consisting of the following companies:

 

Company

Domicile

Participation in %

Activities

SPEware Corp.

Baldwin Park/Los Angeles, CA (US)

100 %

S/D

 • Cera Inc.

Baldwin Park/Los Angeles, CA (US)

100 %

R/P/D

 

 

 

 

S = services, holding functions, R = research and development, P = production, D = distribution

The SPEware Group is a provider for mass spectrometry sample preparation solutions, with a focus on the North American market. The acquired Group is part of the business segment ‘Life Sciences Business’.

 

At the acquisition date, the fair value of the contingent consideration was estimated to be CHF 8.8 million. The fair value was determined using the discounted cash flow method with a discount rate of 10%. Two payments in the amount of USD 5.0 million each were agreed with the seller upon the achievement of sales-defined milestones in 2017 and 2018. The underlying business plan indicated that the entire amount will be payable. There is no change to this assessment at year-end 2017.

 

3.2.4 Contribution of acquired companies in the year of acquisition and consolidated numbers (unaudited)

 

 

2016

2017

CHF 1,000

 

 

Contribution of acquired companies from the date of acquisition

 

 

 Months

3

10 

 Sales

4,910

 1,085 

 Operating profit

734

 (570) 

 

 

 

Consolidated numbers, if the acquisition occurred at the beginning of the reporting period 

 

 

 Sales

520,134

 548,724 

 Operating profit1

70,721

 80,492 

 

 

 

Acquisition-related legal fees and due diligence costs, included in 'general and administration'

762

 188 

  1. In determining these amounts, management has assumed that the fair value adjustments that arose on the acquisition date would have been the same as if the acquisition had occurred on January 1, 2016 and 2017, respectively.
3.3 Disposal group held for sale

In the second half of 2016, management committed to a plan to sell its manufacturing facility after having transferred all business activities to Männedorf. Accordingly, the facility and the related mortgage are presented as a disposal group held for sale. Efforts to sell the disposal group continue.

 

At the end of December, the disposal group comprised the following assets and liabilities:

 

 

Notes

2016

2017

CHF 1,000

 

 

 

Land and buildings in Hombrechtikon, Zurich (CH)

17

4,140 

 3,650 

 

 

 

 

Assets held for sale

 

4,140

 3,650 

 

 

 

 

Mortgage

19

1,575 

 1,495 

Interest derivative

19

74 

45 

 

 

 

 

Liabilities held for sale

 

1,649 

 1,540 

Land and buildings are valued at the lower of their carrying amount and fair value less costs to sell. At year-end 2017, the Group recognized an impairment charge on buildings in the amount of CHF 0.5 million in accordance with IFRS 5.

EN DE