Boskalis jaarverslagen 2011

5. Changes in subsidiaries and acquisition of non-controlling interest

5.1 Business combination Rebras

On 3 March 2011 the Group obtained control of Rebras Rebocadores do Brasil S.A. (“Rebras”) after acquiring the remaining 50% of the outstanding shares and voting rights. After this acquistion, the participation amounts to 100%. Rebras is a Brazilian maritime services provider in the operational segment Harbour Towage. The main customer groups are in the sectors of shipping companies, shipping agents and the oil and gas industry. Gaining control over Rebras allows the Group to offer the full service concept in Brazil and to support other group companies in carrying out assignments in Brazil. Also Rebras can be further integrated in the operational segment Harbour Towage. During 2011 Rebras contributed € 41.6 million to Group revenue and € 0.1 million negative to the net group profit after deduction of unrecognized currency exchange losses regarding US dollar denominated financing amounting to € 4.7 million.

Consideration transferred and transactions related to the acquisition

The consideration of the purchase of the 50% in Rebras amounts € 27 million (US dollar 38 million)
in cash. There were no material expenses related to this transaction.

Identifiable assets acquired and liabilities assumed (as at acquisiton date)

(in € 1,000)    
     
Property, plant & equipment   99,746
Stocks   779
Trade and other receivables   5,704
Cash, cash equivalents and bank overdrafts   4,097
Loans and other financial obligations   -59,091
Provisions   -4,100
Deferred tax liabilities   -5,986
Trade and other payables   -4,343
Balance of identifiable assets and liabilities   36,806

At acquisition date trade and other receivables consisted of a gross amount of contractual obligations of € 5.9 million, of which an amount of € 0.2 million was deemed impaired.

Goodwill

(in € 1,000)    
     
Total consideration paid   26,967
Fair value of existing shareholding in Rebras   18,403
    45,370
Minus: balance of identifiable assets and liabilities   36,806
Goodwill   8,564

Goodwill recognized as a result of the acquisition is mainly related to the synergies which are expected to result from the integration of the company into the Group’s existing activities. The goodwill recognized is for the majority expected to be tax deductible.

The revaluation of the existing participation of the Group in Rebras did not lead to material bookresults.
The fair value adjustments of the existing investment are recorded as an adjustment (€ 3.6 million) on the provisional goodwill amount which was recognized with the acquisition of SMIT in 2010.

5.2 Business combination MNO vervat

On 14 December 2011 the Group obtained control of MNO Vervat after acquiring all outstanding shares and voting rights. MNO Vervat holds a leading position in the Dutch civil infrastructure market and is specialized in road construction, concrete and other civil construction work mainly in the Netherlands and in Suriname. The main clients comprise (semi) governmental organisations. Through the acquisition of MNO Vervat, Boskalis strengthens the civil infra competences and activities on national and international level.

During 2011 MNO Vervat contributed € 12.1 million to Group revenue and € 0.1 million to the net group profit (excluding costs related to the acquisition). If the acquisition had taken place at the start of 2011, revenue for the reporting period would have totaled € 3,090 million and consolidated net group profit would have been € 264.4 million. In determining these amounts the same fair value adjustments as at the date of the acquisition were assumed.

Consideration transferred and transactions related to the acquisition

The purchase of the 100% in MNO Vervat amounts € 77.9 million in cash. The Group incurred acquisition-related expenses of € 0.3 million in connection with the costs of external advisors, due diligence and other expenses which are recognized in the income statement in Raw materials, consumables, services and subcontracted work, and in the Operational segment Holding & Eliminations.

Identifiable assets acquired and liabilities assumed (as at acquisition date)

(in € 1,000)    
     
Intangible assets   1,172
Property, plant & equipment   32,707
Investments in associated companies   2,307
Deferred income tax assets   156
Stocks   2,416
Due from customers   25,177
Trade and other receivables   72,553
Cash, cash equivalents and bank overdrafts   -2,483
Loans and other financial obligations   -9,598
Provisions   -835
Deferred tax liabilities   -2,447
Trade and other payables   -84,788
Balance of identifiable assets and liabilities   36,337

Due to the short time frame between acquisition date and reporting date the valuation of (all categories) of identifiable assets and liabilities was based on provisional accounting. The amounts will be calculated in more detail before the following reporting date. These and any other possible insights within twelve months after acquisition date could result in adjustments in the fair values and the resulting Goodwill. Trade and other receivables consisted of a gross amount of contractual obligations of € 74.0 million, of which an amount of € 1.4 million was deemed impaired at the date of acquisition.

Goodwill

(in € 1,000)    
     
Total consideration paid   77,852
Minus: balance of identifiable assets and liabilities   36,337
Goodwill   41,515

Goodwill recognized as a result of the acquisition is mainly related to the expertise and technical skills of MNO Vervat’s employees and the synergies which are expected to result from the integration of the company into the Group’s existing activities. The goodwill recognized is not expected to be tax deductible.

5.3 Acquisition of the non-controlling interest Smit

In January 2011 the Group acquired the remaining 1.81% of all outstanding shares and voting rights in Smit Internationale N.V. after finalisation of the buy out procedure. This transaction involved an amount of € 20 million resulting. With this transaction an amount of € 20 million was involved which resulted in a decrease in the non-controlling interest for the same amount (at year-end 2010 this interest was measured at fair value).

5.4 Sale of the own terminal activities to Lamnalco (50%)

Early October 2011 Lamnalco, a joint venture in which the Group participates for 50%, has acquired a significant part of the terminal business of SMIT for a consideration of US dollar 434 million. This transaction was partly financed by the Group, together with the joint venture partner, through a capital injection in Lamnalco of US dollar 114 million and the issuance of an interest-bearing loan to Lamnalco of US dollar 206 million (see note 17). The transaction is recorded in the consolidation as from October 2011 and as from that date the terminal business is proportionally consolidated through the Group’s share in Lamnalco. The resulting decrease of assets and liabilities is presented in the relating notes as ‘In / (out) consolidation’. The bookresult from this transaction amounted to € 1.4 million.

Added to My report add to My report Source: Annual report 2011, page 81