Chart

3 scope of consolidation

3.1 Change in scope of consolidation: acquisition through business combination

The Group acquired 100% of the voting rights of Pulssar Technologies S.A.S. (Paris, France) to increase the technology portfolio of its 'Partnering Business' on February 28, 2017. The fair value of the identifiable assets and liabilities and the net cash outflow at the date of acquisition were:

 

 

 

28.02.2017

Pulssar

CHF 1,000

 

 

Cash and cash equivalents

 

6

Inventories

 

221

Other current assets

 

255

Property, plant and equipment

 

37

Intangible assets

 

2,187

 

 

 

Assets

 

2,706

 

 

 

Current bank liabilities

 

(500)

Trade and other accounts payable

 

(273)

Accrued expenses

 

(63)

Liability for post-employment benefits

 

(38)

Deferred tax liabilities

 

(209)

 

 

 

Liabilities

 

(1,083)

 

 

 

Total identifiable net assets at fair value

 

1,623

 

 

 

Goodwill arising on acquisition

 

3,021

 

 

 

Consideration transferred for the business combination

 

4,644

 

 

 

Cash acquired

 

(6)

Contingent consideration (earn-out)

 

(1,743)

 

 

 

Net cash outflow

 

2,895

 

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 were not identifiable separately. It is not expected to be deductible for tax purposes.

 

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 11.0%. 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 business plan underlying the acquisition indicates that the entire earn-out will be payable.

 

From the date of acquisition, Pulssar Technologies S.A.S. contributed sales of CHF 0.6 million and operating profit of CHF -0.1 million to the Group’s results. If the acquisition had occurred on January 1, 2017, management estimates that the consolidated sales would have been CHF 253.6 million and the consolidated operating profit would have been CHF 29.6 million for the first half of 2017. The Group incurred acquisition-related costs of CHF 0.2 million for legal advice and due diligence costs. These costs have been included in ‘General and administration’.

 

3.2 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.

 

The disposal group comprised the following assets and liabilities:

 

 

Notes

31.12.2016

30.06.2017

CHF 1,000

 

 

 

Land and buildings in Hombrechtikon, Zurich (CH)

 

4,140

4,140

 

 

 

 

Assets held for sale

 

4,140

4,140

 

 

 

 

Mortgage

9

1,575

1,535

Interest derivative

 

74

58

 

 

 

 

Liabilities held for sale

 

1,649

1,593

Land and buildings are valued at the lower of their carrying amount and fair value less costs to sell.

 

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