Overview

The Group acquired 100% of the shares of Visy Cartons Pty Ltd. (“Visy Cartons”) on a cash free, debt free basis from VisyPak Operations Pty Ltd. (a subsidiary of Pratt Consolidated Holdings Pty Ltd.) on 29 November 2019. Visy Cartons will be part of the Group’s business in Asia Pacific. Visy Cartons was renamed to SIG Combibloc Australia Pty Ltd. in December 2019.

Visy Cartons provides carton packaging solutions for beverages in Australia and New Zealand. It operates a sleeves manufacturing facility in Australia and has approximately 160 full time employees. The Group acquired Visy Cartons to gain full access to the beverage carton market in Australia and New Zealand. Synergies are expected from supply chain efficiencies and the use of the Group’s latest technologies and solutions.

The following tables provide an overview of the consideration transferred and the recognised amounts of assets acquired and liabilities assumed as of the acquisition date. The amounts have been determined on a provisional basis.

(In € million)

 

 

Cash paid on acquisition date

 

40.5

Payable for expected completion account adjustments

 

2.5

Fair value of consideration

 

43.0

Intangible assets

 

9.7

Property, plant and equipment

 

13.9

Inventories

 

10.5

Deferred tax liabilities

 

(2.5)

Other net liabilities acquired

 

(3.1)

Fair value of identifiable net assets acquired

 

28.5

Fair value of consideration (paid in cash and payable)

 

43.0

Fair value of identifiable net assets acquired

 

28.5

Goodwill

 

14.5

Acquisition-related costs have been recognised as part of other expenses (see note 8).

For the one month ended 31 December 2019, Visy Cartons contributed revenue of €4.2 million and profit of €0.3 million to the Group’s results. If the acquisition had occurred on 1 January 2019, management estimates that consolidated revenue would have been €1,822.9 million and that consolidated profit for the year would have been €109.5 million. In determining these amounts, management has assumed that the fair value adjustments (determined provisionally as of 31 December 2019) as of the date of acquisition would have been the same if the acquisition had occurred on 1 January 2019.

Consideration transferred

In addition to the consideration of €40.5 million (AUD 65.8 million) already paid in cash on the acquisition date, the Group estimates that it will have an obligation to pay an additional amount of €2.5 million in cash upon the completion settlement expected to take place in the first quarter of 2020. Any adjustment to the additional amount, for which the Group has recognised a liability as of 31 December 2019, will be accounted for as if it had been made as of the acquisition date.

Identifiable net assets acquired

The intangible assets of €9.7 million comprise customer relationships for which the useful lives are assessed to be ten years. The property, plant and equipment balance of €13.9 million principally comprises plant and equipment, including filling lines leased to customers under contracts that qualify to be accounted for as operating leases. The fair value of the acquired trade receivables was €11.1 million. Trade receivables comprised gross contractual amounts due of €12.3 million, of which €1.2 million was expected to be uncollectable as of the acquisition date.

Goodwill

The goodwill of €14.5 million mainly comprises expectations about expansion of the markets in Australia and New Zealand, introduction of new products in these markets and the skills and competence of the workforce. The goodwill is not expected to be deductible for tax purposes. The goodwill has been allocated to the APAC segment for impairment testing purposes (see note 14).

Assessment of fair values

The fair value of the customer relationships was assessed by applying the income approach, under which future net cash flows expected to accrue directly or indirectly to the investor are discounted to the present value. More specifically, the multi-period excess earnings method was used. Tax amortisation benefits were considered. Regarding property, plant and equipment, the fair values of production-related equipment and assets such as filling lines were estimated using a cost approach (depreciated replacement cost) while published market data was considered for other assets when possible. The fair value of inventories was estimated based on the estimated selling price in the ordinary course of business less the estimated cost of completion and sale, and reasonable profit margin.

Accounting policy

Business combinations are accounted for using the acquisition method at the acquisition date, which is when control is obtained. The consideration transferred is generally measured at fair value, as are the identifiable net assets acquired.

Goodwill is measured at the acquisition date as the fair value of the consideration transferred (including, if applicable, the fair value of any previously held equity interests and any non-controlling interests) less the net recognised amount (which is generally fair value) of the identifiable assets acquired and liabilities assumed. If the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If such a contingent consideration depends on the achievement of future earnings or other performance targets, any changes in the fair value are recognised in profit or loss.

Transaction costs, other than those associated with the issue of debt or equity securities incurred in connection with a business combination, are expensed as incurred.

Significant judgements and estimates

Significant judgements and estimates were made by management relating to the accounting for the acquisition of Visy Cartons. For example, the assessment of the fair values and the useful lives of the customer relationships involved significant judgement and estimates.