Including the parent company Merck KGaA, Darmstadt, 176 (2008: 178) German and foreign companies are fully consolidated in the annual financial statements of the Merck Group. Of these companies, 154 (2008: 157) are located abroad. One associate abroad is included using the equity method. In fiscal 2009, four companies were acquired and included in the consolidated financial statements. Nine companies were consolidated for the first time due to their formation or increased importance to the Merck Group, and 15 companies were deconsolidated, three of which were the result of a company merger. Nine companies were liquidated; three companies were deconsolidated due to secondary importance.
Due to secondary importance 32 (2008: 40) investments are not consolidated and are presented under non-current financial assets.
Acquisitions
At the beginning of September 2009, the acquisition of a 100% shareholding in Suzhou Taizhu China Group (“Taizhu”), a leading supplier of effect pigments located in Taicang near Shanghai, China, was completed. The agreed purchase price was € 26.3 million (including transaction costs of € 0.7 million). Taizhu is one of the largest companies in the Chinese market for effect pigments. The acquisition is of high importance to our Pigments business. Within the scope of the transaction, Merck has acquired Taizhu’s sales organization for the Chinese and international market, as well as the production site in Taicang.In October 2009, Merck Specialities Private Ltd. acquired a 100% shareholding in Bangalore Genei (Bangalore, India) Private Ltd. The acquisition costs amounted to € 4.6 million, including transaction costs of less than € 0.1 million. By combining the activities of Bangalore Genei with its existing bioscience business, Merck will become a leading supplier of bioscience products in India.
On November 2, 2009, Aquacomp EAD, Sofia, Bulgaria, was acquired in full. The purchase price was € 2.8 million (including transaction costs of € 0.4 million). The company holds the marketing rights to Merck products in Bulgaria. It has since been renamed Merck EAD, Sofia, Bulgaria.
Overall, the changes in the scope of consolidation due to acquisitions had the following effects on the consolidated balance sheet:
| XLS |
|
|
Acquisitions | ||
|
€ million |
Pre-acquisition |
Adjustment |
Fair value |
|
Goodwill |
0.0 |
17.0 |
17.0 |
|
Other intangible assets |
0.0 |
4.7 |
4.7 |
|
Property, plant and equipment |
6.3 |
0.7 |
7.0 |
|
Other non-current assets |
0.0 |
0.0 |
0.0 |
|
Cash and cash equivalents |
3.3 |
0.0 |
3.3 |
|
Other current assets |
11.8 |
1.7 |
13.5 |
|
Current and non-current liabilities |
10.2 |
1.6 |
11.8 |
The acquisition of Taizhu is responsible for € 13.1 million of the effect of adjusting goodwill totaling € 17.0 million. € 3.9 million resulted from the additional acquisitions mentioned. The adjustments of other intangible assets mainly include the purchase price allocation for trademarks, product rights as well as customer relationships and technical know-how.
Taking into account the acquisitions made in 2009, sales and operating result were impacted as follows in the reporting period:
| XLS |
|
€ million |
Acquisitions/ |
|
Sales |
5.1 |
|
Cost of sales |
–4.5 |
|
Other income/expenses |
–1.9 |
|
Operating result |
–1.3 |
Assuming the hypothetical consolidation since the beginning of the year, the impact of acquisitions on sales is € 14.0 million.
Major companies of the Merck Group as of December 31, 2009 are presented in the following table:
| XLS |
|
Major companies of the Merck Group by region |
Direct |
Sales* |
Profit |
Net equity* |
Employees | ||||
|
|
|
|
|
|
| ||||
| |||||||||
|
Germany/Europe |
|
|
|
|
| ||||
|
Merck KGaA, Darmstadt, Germany |
Parent |
2,349.0 |
92.7 |
4,782.5 |
8,586 | ||||
|
Ares Trading SA, Aubonne, Switzerland |
100.00 |
2,513.8 |
234.7 |
433.5 |
60 | ||||
|
Merck Serono SA, Coinsins, Switzerland |
100.00 |
1,609.1 |
–29.2 |
5,431.9 |
1,928 | ||||
|
Merck Serono S.p.A., Rome, Italy |
99.74 |
1,062.3 |
53.4 |
306.8 |
625 | ||||
|
Merck Santé S.A.S., Lyon, France |
100.00 |
559.3 |
94.5 |
253.3 |
1,061 | ||||
|
Merck Serono S.A.S., Lyon, France |
100.00 |
465.6 |
12.2 |
42.6 |
255 | ||||
|
Merck Serono GmbH, Darmstadt, Germany** |
100.00 |
408.8 |
12.5 |
15.1 |
332 | ||||
|
Merck S.L., Madrid, Spain |
100.00 |
368.5 |
20.5 |
112.6 |
871 | ||||
|
Merck Serono UK, West Drayton, United Kingdom |
100.00 |
140.9 |
12.1 |
4.9 |
207 | ||||
|
Merck CHC France Group, Lyon, France |
100.00 |
110.3 |
8.6 |
33.9 |
206 | ||||
|
Laboratoire Théramex S.A.M., Monaco |
99.88 |
85.6 |
5.5 |
16.5 |
304 | ||||
|
Merck AG, Zug, Switzerland, and Darmstadt, Germany |
100.00 |
– |
159.8 |
1,921.6 |
– | ||||
|
|
|
|
|
|
| ||||
|
North America |
|
|
|
|
| ||||
|
EMD Serono, Inc., Rockland, MA United States |
100.00 |
861.0 |
24.0 |
168.0 |
872 | ||||
|
EMD Chemicals, Inc., Gibbstown, NJ United States |
100.00 |
217.7 |
–11.6 |
220.9 |
726 | ||||
|
EMD Serono Canada Inc., Mississauga, Canada |
100.00 |
75.3 |
3.0 |
11.1 |
144 | ||||
|
|
|
|
|
|
| ||||
|
Latin America |
|
|
|
|
| ||||
|
Merck S.A., Rio de Janeiro, Brazil |
100.00 |
264.1 |
18.4 |
102.8 |
1,012 | ||||
|
Merck, S.A. de C.V., Estado de México, Mexico |
100.00 |
179.0 |
28.6 |
77.5 |
1,035 | ||||
|
Ares Trading Uruguay S.A., Montevideo, Uruguay |
100.00 |
108.5 |
35.5 |
17.5 |
37 | ||||
|
Merck S.A., Bogota, Colombia |
100.00 |
101.2 |
17.4 |
37.4 |
515 | ||||
|
Merck Quimica Argentina S.A.I.C., Buenos Aires, Argentina |
100.00 |
76.6 |
–7.0 |
–1.4 |
360 | ||||
|
|
|
|
|
|
| ||||
|
Asia, Africa, Australasia |
|
|
|
|
| ||||
|
Korean companies, South Korea |
100.00 |
348.0 |
21.6 |
92.4 |
370 | ||||
|
Taiwanese companies, Taiwan |
100.00 |
336.4 |
18.2 |
108.0 |
400 | ||||
|
Merck Ltd., Tokyo, Japan |
100.00 |
231.4 |
12.5 |
108.4 |
477 | ||||
|
Merck Pharmaceutical (HK), Ltd., Hong Kong, China |
100.00 |
132.0 |
0.1 |
2.5 |
43 | ||||
|
Merck Serono Co., Ltd., Tokyo, Japan |
100.00 |
127.2 |
1.7 |
21.6 |
268 | ||||
|
Merck Ltd., Mumbai, India |
51.80 |
70.2 |
8.8 |
75.8 |
1,708 | ||||
A statement of all the Merck Group’s equity interests is filed with the electronic Federal Gazette and can be accessed at www.ebundesanzeiger.de.