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
- Joint arrangements
The following subsidiaries are included in the consolidated financial statements:
Participation in % (capital and votes)
Tecan Schweiz AG
Tecan Trading AG
• Pulssar Technologies S.A.S
Tecan Sales Switzerland AG
Tecan Austria GmbH
Tecan Sales Austria GmbH
Tecan Sales International GmbH
Tecan Landesholding GmbH
• Tecan Deutschland GmbH
• Tecan Software Competence Center GmbH
• IBL International GmbH
Tecan Benelux B.V.B.A.
Tecan France S.A.S.
Tecan Iberica Instrumentacion S.L.
Tecan Italia S.r.l.
Tecan UK Ltd.
Tecan Nordic AB
Tecan US Group, Inc.
Morrisville, NC (US)
• Tecan US, Inc.
Morrisville, NC (US)
• Tecan Systems, Inc.
San Jose, CA (US)
• Tecan SP, Inc.
Baldwin Park/Los Angeles, CA (US)
• Tecan Genomics, Inc.
Redwood City, CA (US)
• DCPM, Inc.
Morgan Hill, CA (US)
IBL International Corp.
Tecan Asia (Pte.) Ltd.
Tecan (Shanghai) Trading Co., Ltd.
PMAS Co., Ltd
Ben Cat Town,
Binh Duong Province (VN)
Tecan Japan Co., Ltd.
Tecan Australia Pty Ltd
S = services, holding functions, R = research and development, P = production, D = distribution
3.2 CHANGE IN SCOPE OF CONSOLIDATION: ACQUISITION THROUGH BUSINESS COMBINATION
3.2.1 Assets and liabilities arising from acquisitions in 2019
The fair value of the identifiable assets and liabilities and the net cash outflow at the date of acquisition were:
Cash and cash equivalents
Trade accounts receivable (gross contractual amount)
Other current assets
Property, plant and equipment
Deferred tax assets
Current financial liabilities
Trade and other accounts payable
Income tax payables
Accrued expenses and current provisions
Non-current financial liabilities
Deferred tax liabilities
Total identifiable net assets at fair value
Goodwill arising on acquisition
Consideration transferred for the business combination
Net cash outflow (including holdback)
The purchase price allocation is considered as completed.
3.2.2 Acquisition on May 31, 2019: DCPM/PMAS
The holdback of USD 3.0 million that was paid into an escrow account upon acquisition, was released to the seller beginning of June 2020 without any deductions.
3.2.3 Acquisition on September 30, 2016: Tecan SP, Inc.
The second and final instalment of the contingent consideration in the amount of USD 5.0 million was paid at the beginning of 2019.
3.2.4 Contribution of acquired companies in the year of acquisition and consolidated numbers (unaudited)
Contribution of acquired companies from the date of acquisition
Consolidated numbers, if the acquisition occurred at the beginning of the reporting period
Acquisition-related legal fees and due diligence costs, included in 'general and administration'
- 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, 2019.
3.3 ASSETS AND DISPOSAL GROUPS HELD FOR SALE
3.3.1 Unquoted equity instrument
Towards the end of 2019 the management started sales negotiations for the unquoted equity instrument. Therefore, the financial asset of CHF 3.0 million was classified as held for sale at year-end 2019. The Group continued to measure the investment at fair value through other comprehensive income (FVOCI) in accordance with IFRS 9 using the discounted cash flow method with level 3 inputs of the fair value hierarchy.
In January 2020, the Group signed a final share purchase agreement with a cash consideration of CHF 4.6 million. The resulting gain of CHF 1.6 million was recognized in other comprehensive income of 2020. In addition, an amount of CHF 0.2 million was paid into an escrow account to secure contractual representations and warranties. This contingent asset will be recognized in profit or loss when the account is released in July 2021.
3.3.2 Disposal group ‘property Hombrechtikon’
In the second half of 2016, management committed to a plan to sell the Hombrechtikon manufacturing facility after having transferred all business activities to Männedorf. Accordingly, land and building were presented as a disposal group held for sale and valued at the lower of the carrying amount and fair value less cost to sell. At year-end 2018, the facility was classified as an investment property and valued at cost less accumulated depreciation (cost model). Efforts to sell the facility continued. However, a sale in the next 12 months was no longer considered highly probable.
Towards the end of 2020 the Group entered into sales negotiations with a potential buyer. Consequently, land and building were again classified as held for sale. In January 2021, the Group signed a final purchase contract with a total consideration of CHF 4.2 million. The gain from this transaction less any commissions will be recognized in other operating result of 2021.