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 following subsidiaries are included in the consolidated financial statements:

Company

Registered office

Participation in % (capital and votes)

Share capital 
(LC 1,000)

Currency

Activities

Tecan Schweiz AG

Männedorf/Zurich (CH)

100%

5,000

CHF

R/P/D

Tecan Trading AG

Männedorf/Zurich (CH)

100%

300

CHF

S/D

  • Pulssar Technologies S.A.S

Paris (FR)

100%

400

EUR

inactive

Tecan Sales Switzerland AG

Männedorf/Zurich (CH)

100%

250

CHF

D

Tecan Austria GmbH

Grödig/Salzburg (AT)

100%

1,460

EUR

R/P

Tecan Sales Austria GmbH

Grödig/Salzburg (AT)

100%

35

EUR

D

Tecan Sales International GmbH

Grödig/Salzburg (AT)

100%

35

EUR

D

Tecan Landesholding GmbH

Crailsheim/Stuttgart (DE)

100%

25

EUR

S

  • Tecan Deutschland GmbH

Crailsheim/Stuttgart (DE)

100%

51

EUR

D

  • Tecan Software Competence Center GmbH

Mainz-Kastel (DE)

100%

103

EUR

R

  • IBL International GmbH

Hamburg (DE)

100%

25

EUR

R/P/D

Tecan Benelux B.V.B.A.

Mechelen (BE)

100%

37

EUR

D

Tecan France S.A.S.

Lyon (FR)

100%

2,760

EUR

D

Tecan Iberica Instrumentacion S.L.

Barcelona (ES)

100%

30

EUR

D

Tecan Italia S.r.l.

Milano (IT)

100%

77

EUR

D

Tecan UK Ltd.

Reading (UK)

100%

500

GBP

D

Tecan Nordic AB

Stockholm (SE)

100%

100

SEK

D

Tecan US Group, Inc.

Morrisville, NC (US)

100%

1,500

USD

S

  • Tecan US, Inc.

Morrisville, NC (US)

100%

400

USD

D

  • Tecan Systems, Inc.

San Jose, CA (US)

100%

26

USD

R/P

  • Tecan SP, Inc. 

Baldwin Park/Los Angeles, CA (US)

100%

472

USD

R/P/D

  • Tecan Genomics, Inc.

Redwood City, CA (US)

100%

0

USD

R/P/D

  •  DCPM, Inc. 

Morgan Hill, CA (US)

100%

58

USD

P/D

IBL International Corp.

Toronto (CA)

100%

0

USD

inactive

Tecan Asia (Pte.) Ltd.

Singapore (SG)

100%

800

SGD

S

Tecan (Shanghai) Trading Co., Ltd.

Shanghai (CN) 

100%

3,417

CNY

D

PMAS Co., Ltd

Ben Cat Town, 

Binh Duong Province (VN)

100%

10,367,000

VND

P

Tecan Japan Co., Ltd.

Kawasaki(JP)

100%

125,000

JPY

D

Tecan Australia Pty Ltd

Melbourne (AU)

100%

0

AUD

D

 

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:

 

 

 

31.05.2019

DCPM/PMAS

CHF 1,000

 

 

Cash and cash equivalents

 

 297 

Trade accounts receivable (gross contractual amount)

 

 1,106 

Inventories

 

 3,225 

Other current assets

 

 427 

Property, plant and equipment

 

 4,670 

Right-of-use assets

 

2,961

Intangible assets

 

 5,599 

Deferred tax assets

 

 53 

 

 

 

Assets

 

18,338

 

 

 

Current financial liabilities

 

 (448) 

Trade and other accounts payable

 

 (2,799) 

Income tax payables

 

 (10) 

Accrued expenses and current provisions

 

 (850) 

Non-current financial liabilities

 

 (2,513) 

Deferred tax liabilities

 

 (2,096) 

 

 

 

Liabilities

 

 (8,716) 

 

 

 

Total identifiable net assets at fair value

 

9,622

 

 

 

Goodwill arising on acquisition

 

 11,521 

 

 

 

Consideration transferred for the business combination

 

21,143

 

 

 

Cash acquired

 

 (297) 

 

 

 

Net cash outflow (including holdback)

 

20,846

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)

 

 

 

2019

CHF 1,000

 

 

Contribution of acquired companies from the date of acquisition

 

 

  Months

 

7

  Sales

 

 4,993 

  Operating profit

 

 829 

 

 

 

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

 

 

  Sales

 

 640,370 

  Operating profit1

 

 89,670 

 

 

 

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

 

 1,045 

  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, 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.

 

EN DE