Income Statement Group
|
NOTE 25
|
BUSINESS MERGER
|
|
|
Acquisition of shares in WKTS AB (Wigh Kellokumpu Track Service AB):
|
||
|
On 2 February 2012, Infratek Sverige AB aquired 100 per cent of the shares in the Swedish railway company WKTS AB.
|
||
|
Fair value acquired assets
|
||
|
Amounts in NOK million
|
2012
|
|
|
Purchase price 100 %
|
13
|
|
|
Total consideration
|
13
|
|
|
Fair value net assets
|
5
|
|
|
Goodwill
|
7
|
|
|
Observable assets and liabilities related to the acquisition per 2 February 2012:
|
||
|
Amounts in NOK million
|
Fair value
|
|
|
Property, plant and equipment
|
5
|
|
|
Inventory
|
1
|
|
|
Accounts receivable and other receivables
|
7
|
|
|
Cash and cash equivalents
|
3
|
|
|
Accounts payable and other current liabilities
|
(8)
|
|
|
Long-term loan
|
(2)
|
|
|
Acquired net assets
|
5
|
|
|
Goodwill related to the acquisition
|
||
|
After assessing actual value related to all identifiable assets and liabilities, the Group is left with a net item which was activated as goodwill. The estimated goodwill was activated in the Group’s balance sheet based on expectations that synergy effects involving the Group’s current operations will provide the Group with opportunities for increased growth in revenues in the future. See also note 7. The goodwill is not tax deductible.
|
||
|
Net cash outlay related to the cost price
|
||
|
Amounts in NOK million
|
2012
|
|
|
The fair value of acquired cash and cash equivalents on acquisition
|
3
|
|
|
Cash Payment 100 %
|
(13)
|
|
|
Net cash consideration
|
(10)
|
|
|
Effect of acquired companies on the annual results
|
||
|
The acquisition of WKTS AB became effective from 2 February 2012. Of this reason, the company`s results as included in the Groups overall results of 2012, was earned in the interval between 2 February 2012 and 31 December 2012.
|
||
|
The acquired company has contributed based on the following figures for operating revenue and operating profit as reported in the Group’s annual results for 2012:
|
||
|
Amounts in NOK million
|
2012
|
|
|
Revenues
|
28
|
|
|
Operating profit
|
1
|
|
|
Acquisition of shares in Emsab AB (Infratek Mätkontroll AB):
|
||
|
On 6 March 2012, Infratek Sverige AB aquired 100 per cent of the shares in the company Emsab AB, an accredited laboratory that calibrates electrical instruments, meters and metering systems.
|
||
|
Fair value acquired assets
|
||
|
Amounts in NOK million
|
2012
|
|
|
Purchase price 100 %
|
4
|
|
|
Total consideration
|
4
|
|
|
Fair value net assets
|
-
|
|
|
Goodwill
|
4
|
|
|
Observable assets and liabilities related to the acquisition per 6 March 2012:
|
||
|
Amounts in NOK million
|
Fair value
|
|
|
Accounts receivable and other receivables
|
1
|
|
|
Accounts payable and other current liabilities
|
(1)
|
|
|
Acquired net assets
|
0
|
|
|
Goodwill related to the acquisition
|
||
|
After assessing actual value related to all identifiable assets and liabilities, the Group is left with a net item which was activated as goodwill. The estimated goodwill was activated in the Group’s balance sheet based on expectations that synergy effects involving the Group’s current operations will provide the Group with opportunities for increased growth in revenues in the future. See also note 7. The goodwill is not tax deductible.
|
||
|
Net cash outlay related to the cost price
|
||
|
Amounts in NOK million
|
2012
|
|
|
The fair value of acquired cash and cash equivalents on acquisition
|
-
|
|
|
Cash Payment 100 %
|
(4)
|
|
|
Net cash consideration
|
(4)
|
|
|
Effect of acquired companies on the annual results
|
||
|
The acquisition of Emsab AB became effective from 6 March 2012. Of this reason, the company`s results as included in the Groups overall results of 2012, was earned in the interval between 6 March 2012 and 31 December 2012.
|
||
|
The acquired company has contributed based on the following figures for operating revenue and operating profit as reported in the Group’s annual results for 2012:
|
||
|
Amounts in NOK million
|
2012
|
|
|
Revenues
|
25
|
|
|
Operating profit
|
1
|
|
|
Acquisition of shares in Mini Entreprenad AB:
|
||
|
Infratek Sverige AB entered into an agreement on 1 July 2011 concerning the acquisition of 70 per cent of the shares in the Swedish company Mini Entreprenad AB. As part of the acquisition, there exists both a sales option and a purchase option related to the remaining 30 per cent of shares in the company, which fall due in 2015. On the basis of existing options and because Infratek does not have full control over the extent to which non- controlling interest shall be maintained in the future, the purchase is pursuant to IFRS considered as a purchase of 100 per cent of the shares, however with an obligation to pay for the remaining 30 per cent of shares when the option falls due in 2015.
|
||
|
In accounting terms, the acquisition of Mini Entreprenad AB has accordingly been treated as a 100 per cent owned subsidiary without non- controlling interest. At the same time, the Group has estimated a future purchase amount concerning the remaining 30 per cent of the shares. At the time of the acquisition, this obligation was estimated at approximately SEK 2.8 million in 2015, which is equivalent to approximately SEK 2.4 million when discounted. This obligation is estimated on the basis of pricing mechanisms set forth in the option agreements and the estimate will be followed up quarterly. Any changes in the estimated purchase obligation will be recognised in the profit and loss account for the Group under financial items.
|
||
|
In February 2012, Infratek Sverige AB exercised the purchase option and in this regard paid NOK 3.2 million for the remaining 30 per cent of the shares. No further goodwill arose as a result of the purchase of the remaining shareholding.
|
||
|
Analysis related to the acquisition of Mini Entreprenad AB:
|
||
|
Amounts in NOK million
|
2011
|
|
|
Purchase 70% of the shares
|
6
|
|
|
Estimated value option remaining 30%
|
2
|
|
|
Total consideration
|
8
|
|
|
Fair value acquired net assets
|
1
|
|
|
Goodwill
|
7
|
|
|
Observable assets and liabilities related to the acquisition per 1 July 2011:
|
||
|
Amounts in NOK million
|
Fair value
|
|
|
Property, plant and equipment
|
3
|
|
|
Accounts receivable and other receivables
|
5
|
|
|
Accounts payable and other current liabilities
|
(3)
|
|
|
Long-term loan
|
(5)
|
|
|
Acquired net assets
|
1
|
|
|
Goodwill related to the acquisition
|
||
|
After assessing actual value related to all identifiable assets and liabilities, the Group is left with a net item which was activated as goodwill. The estimated goodwill was activated in the Group’s balance sheet based on expectations that synergy effects involving the Group’s current operations will provide the Group with opportunities for increased growth in revenues in the future. See also note 7. The goodwill is not tax deductible.
|
||
|
Net cash outlay related to the cost price
|
||
|
Amounts in NOK million
|
2011
|
|
|
The fair value of acquired cash and cash equivalents on acquisition
|
-
|
|
|
Cash Payment 70 %
|
(6)
|
|
|
Net cash consideration
|
(6)
|
|
|
Effect of acquired companies on the annual results
|
||
|
The acquisition of Mini Entreprenad AB became effective on 1 July 2011. Of this reason, the company`s results as included in the Groups overall results of 2011, was earned in the interval between 1 July 2011 and 31 December 2011.
|
||
|
The acquired company has contributed based on the following figures for operating revenue and operating profit as reported in the Group’s annual results for 2011:
|
||
|
Amounts in NOK million
|
2011
|
|
|
Revenues
|
8
|
|
|
Operating profit
|
-
|
|
