[5] Acquisitions

In May 2013, STILL agreed to acquire 51.0 per cent of the capital and voting shares in Arser İş Makineleri Servis ve Ticaret A.Ş. (referred to below as Arser), which had previously acted as exclusive dealer for the important Turkish market. The transaction was closed on 14 August 2013. The acquisition has enabled the KION Group to further strengthen the leading position of STILL and the brand company’s Turkish distribution and service network.

The incidental acquisition costs incurred by this business combination amounted to €0.3 million and have been recognised as an expense for the current period and reported as administrative expenses on the face of the consolidated income statement. The impact of this acquisition on the consolidated financial statements of KION GROUP AG based on the provisional figures available at the acquisition date is shown in >> Table 041.

Impact of the acquisition on the financial position of the KION Group

>> TABLE 041

in € million

Arser
Fair value as at 14/08/2013

Willenbrock
Fair value as at 31/12/2013

Fair value at the acquisition date total

 

 

 

 

Goodwill

4.9

18.1

23.0

Other intangible assets

2.3

13.0

15.3

Leased/Rental assets

1.0

76.7

77.7

Lease receivables

20.2

17.8

38.0

Cash and cash equivalents

1.6

0.0

1.6

Other assets

15.1

37.7

52.8

Total assets

45.1

163.3

208.4

 

 

 

 

Financial liabilities

10.4

20.1

30.5

Lease liabilities

19.4

51.8

71.2

Other liabilities

9.3

56.1

65.4

Total liabilities

39.0

128.0

167.1

 

 

 

 

Total net assets

6.0

35.3

41.3

thereof non-controlling interests

0.6

4.5

5.0

 

 

 

 

Cash payment

5.5

21.3

26.7

Consideration transferred

5.5

21.3

26.7

Previously held share of equity (23 per cent in Willenbrock Fördertechnik Holding GmbH)

0.0

9.6

9.6

Total

5.5

30.8

36.3

The gross amounts of the receivables acquired as part of this transaction, which constitute trade receivables, totalled €5.8 million (including insignificant irrecoverable receivables). The acquisition has not had any material impact on the KION Group’s revenue or net income (loss). If this business combination had been completed by 1 January 2013, this would have had no material impact on either the revenue or the net income (loss) reported by the KION Group for the first nine months of this year. The purchase price allocation for the acquisition described above was only provisional as at 31 December 2013 because some details, particularly in the area of leasing, had not yet been fully evaluated. Goodwill constitutes the strategic and geographical synergies that the KION Group expects to derive from this business combination. The goodwill arising from this acquisition is currently not tax deductible.

The KION Group acquired the German dealer Willenbrock on 31 December 2013 by purchasing 51.0 per cent of the capital and voting shares in Willenbrock Fördertechnik Holding GmbH, Bremen, Germany. Before this acquisition on 31 December 2013, the KION Group already held 23.0 per cent of the capital and voting shares in Willenbrock Fördertechnik Holding GmbH, Bremen. As at 31 December 2013, KION GROUP AG therefore indirectly held (via Linde Material Handling GmbH, Aschaffenburg, Germany) 74.0 per cent of the capital and voting shares in Willenbrock Fördertechnik Holding GmbH, Bremen (and, indirectly, in its subsidiaries). Through Willenbrock Fördertechnik Holding, Bremen, the KION Group holds significant equity investments in Willenbrock Arbeitsbühnen GmbH & Co. KG, Bremen (74.0 per cent), Willenbrock Fördertechnik GmbH & Co. KG, Bremen (74.0 per cent) and Willenbrock Fördertechnik GmbH & Co. KG, Hannover (74.0 per cent). Willenbrock – including its assets, equity and liabilities – was consolidated as a subsidiary of the KION Group for the first time as at 31 December 2013. The acquisition has enabled the KION Group to further strengthen the leading position of Linde and the brand’s German distribution and service network.

The equity-accounted carrying amount of the investment in Willenbrock Fördertechnik Holding GmbH, Bremen, immediately prior to the acquisition date came to €2.6 million. Remeasurement of the investment of 23.0 per cent previously held resulted in a fair value of €9.6 million. The difference of €7.0 million was taken to income and recognised under the share of profit (loss) of equity-accounted investments in the consolidated income statement.

The incidental acquisition costs incurred by this business combination were insignificant and have been recognised as an expense for the current period and reported as administrative expenses in the consolidated income statement.

The impact of this acquisition on the consolidated financial statements of KION GROUP AG based on the final figures at the acquisition date is shown in >> Table 041.

The gross amounts of the receivables acquired as part of this transaction, which constitute trade receivables, totalled €12.8 million (of which from affiliated companies: €2.3 million). At the acquisition date, it was assumed that the trade receivables were fully recoverable. Consolidated revenue did not increase as a result of the acquisition on 31 December 2013. The net income (loss) reported for 2013 therefore does not contain any profit attributable to the entity acquired. If the business combination had been completed by 1 January 2013, this would have generated additional revenue of €90.8 million and additional net income of €1.8 million for the KION Group in 2013.

Goodwill constitutes the strategic synergies that the KION Group expects to derive from this business combination. The goodwill arising from this acquisition is currently not tax deductible.