3 Scope of consolidation
3.1 Change in scope of consolidation: acquisition through business combination
The Group acquired 100% of the voting rights of a long-term supplier to vertically integrate the manufacturing of critical precision-machined parts of its liquid handling pump portfolio. The acquisition comprises two manufacturing sites:
Company | Domicile | Participation in % | Activities |
Valvex Enterprises, Inc., - doing business as DC Precision Machining (DCPM) | Morgan Hill, CA (US) | 100% | P/D |
PMAS Co., Ltd | Ben Cat Town, Binh Duong Province (VN) | 100% | P |
| |||
S = services, holding functions, R = research and development, P = production, D = distribution | |||
The fair value of the identified 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 value) | 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 payable | (10) |
Accrued expenses and current provisions | (850) |
Non-current financial liabilities | (2,513) |
|
|
Liabilities | (6,620) |
|
|
Total identifiable net assets at fair value | 11,718 |
|
|
Goodwill arising on acquisition | 8,805 |
|
|
Consideration transferred for the business combination | 20,523 |
|
|
Cash acquired | (297) |
Estimated closing adjustment (receivable) | 1,000 |
|
|
Net cash outflow (including holdback) | 21,226 |
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 separately identifiable. It is expected that the goodwill for the US company will be partly tax-deductible due to the intended election pursuant to section 338(h)(10) of the US tax law, under which a legal share deal is treated as an asset deal for tax purposes. However, this process is not entirely under control of the Group and requires the mutual co-ordination with the seller. Since the closing of the acquisition occurred shortly before June 30, 2019, the initial accounting for the acquisition is provisional and subject to adjustments.
The consideration transferred for the business combination includes a holdback of USD 3.0 million. The holdback was paid into an escrow bank account and is triggered upon the achievement of a sales-defined milestone in 2020. The business plan underlying the acquisition indicates that the entire holdback will be payable.
From the date of acquisition, DCPM/PMAS contributed sales to third parties of CHF 0.6 million and operating profit of CHF 0.3 million to the Group’s results. If the acquisition had occurred on January 1, 2019, management estimates that the consolidated sales would have been CHF 299.7 million and the consolidated operating profit would have been CHF 34.0 million for the first half of 2019. The Group incurred acquisition-related costs of CHF 1.1 million for legal advice and due diligence costs. These costs have been included in ‘general and administration’.
3.2 Information on acquisitions in previous years
3.2.1 Acquisition on August 31, 2018: NuGEN Technologies, Inc. (renamed to Tecan Genomics, Inc.)
The purchase price allocation process for the acquisition of NuGEN Technologies, Inc., which was considered provisional at year-end 2018 for the valuation of trade accounts receivable and capitalized tax-loss carry-forwards, has been completed without any adjustments.
3.2.2 Acquisition on September 30, 2016: SPEware Group (renamed to 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.
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