On April 27, 2012, Merck acquired 100% of the shares in CellASIC Corp., Hayward, CA, USA, and then merged the company with EMD Millipore Corp., Billerica, MA, USA. This business, which is part of the Merck Millipore division, has expanded the Bioscience portfolio. The first-time consolidation of CellASIC Corp. took place on April 27, 2012.
On November 6, 2012, Merck acquired 100% of the shares in Biochrom AG, Berlin, Germany. The acquired company is a specialist in the production and commercialization of cell culture media and buffer solutions and is expected to strengthen the Process Solutions business unit of the Merck Millipore division. The first-time consolidation of Biochrom AG took place on November 6, 2012.
The purchase price of the two acquisitions totaled € 21.7 million and was paid in cash. Acquisition-related costs amounting to € 0.5 million were incurred in connection with the aforementioned acquisitions and were expensed in the operating result. Within the scope of the purchase price allocation, the acquired assets and liabilities were recognized at fair values in the balance sheet in accordance with IFRS 3.
The acquisitions had the following effects on the consolidated balance sheet:
| XLS |
|
|
|
|
€ million |
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
1.1 |
|
Inventories |
7.4 |
|
Receivables |
1.3 |
|
Other current assets |
0.6 |
|
|
10.4 |
|
Non-current assets |
|
|
Goodwill |
8.0 |
|
Other intangible assets |
6.1 |
|
Property, plant and equipment |
6.3 |
|
|
20.4 |
|
Assets |
30.8 |
|
|
|
|
Current liabilities |
|
|
Current financial liabilities |
0.8 |
|
Other current liabilities |
2.1 |
|
|
2.9 |
|
Non-current liabilities |
|
|
Non-current financial liabilities |
3.1 |
|
Other non-current liabilities |
0.2 |
|
Deferred tax liabilities |
2.9 |
|
|
6.2 |
|
Liabilities |
9.1 |
|
|
|
|
Net assets acquired / purchase price |
21.7 |
The most significant impact of the purchase price allocations on the balance sheet and the income statement resulted from the fair value adjustment of intangible assets. Intangible assets related particularly to the measurement of existing customer relationships and technologies. The gross value of the acquired receivables at the time of the acquisition amounted to € 1.3 million. The best possible estimate of the irrecoverable debts amounted to less than € 0.1 million. The deferred tax liabilities disclosed related mainly to the remeasurement of intangible assets. The remaining difference between the purchase prices of € 21.7 million and fair values of € 13.7 million was reported as goodwill. This mainly included the expertise of the workforce as well as synergies from the expansion of the Merck Millipore product portfolio, increases in market shares, and from combining the companies. The fair value adjustments made as part of the purchase price allocation were still to be considered as preliminary since the accounting analyses and calculations had not yet been completed. Therefore, adjustments to these items could still occur in 2013 based on new information.
The impact of the acquisitions on total revenues and profit after tax was as follows:
| XLS |
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|
|
|
€ million |
|
|
Total revenues |
2.4 |
|
Profit after tax |
–0.3 |
Profit after tax also included the amortization of the step-up of intangible assets within the scope of the purchase price allocation as well as higher expenses due to the step-up of the acquired inventories to fair values. Had the two acquisitions been included in the consolidated financial statements of the Merck Group as of January 1, 2012, total revenues and profit after tax for the period from January 1 to December 31, 2012 would have amounted to € 11,185.9 million and € 579.2 million, respectively.
With respect to acquisitions made in 2011, no subsequent price allocation adjustments occurred.
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