|
Acquisitions |
|
|
2010 |
2009 |
|
|
Carrying amount |
Fair value adjustments |
Recognized values |
Recognized values |
|
|
|
|
|
|
|
Total consideration payable |
|
|
258 |
26 |
|
|
|
|
|
|
|
Non-current assets |
7 |
175 |
182 |
14 |
|
Current assets |
25 |
|
25 |
3 |
|
Current liabilities |
(32) |
|
(32) |
(6) |
|
Non-current liabilities |
0 |
|
0 |
(2) |
|
Provisions |
(2) |
|
(2) |
(2) |
|
Deferred tax |
5 |
(48) |
(43) |
(1) |
|
|
|
|
|
|
|
Fair value of net identifiable assets/(liabilities) |
3 |
127 |
130 |
6 |
|
|
|
|
|
|
|
Non-controlling interests |
|
|
- |
1 |
|
|
|
|
|
|
|
Goodwill on acquisitions |
|
|
128 |
19 |
|
|
|
|
|
|
|
The cash effect of the acquisitions is: |
|
|
|
|
|
Consideration payable |
|
|
258 |
26 |
|
Acquisition related costs |
|
|
8 |
- |
|
Cash acquired |
|
|
(10) |
0 |
|
Deferred considerations paid |
|
|
3 |
28 |
|
Acquisition spending |
|
|
259 |
54 |
Acquisition spending
Total acquisition spending in 2010 was €259 million (2009: €54 million), including acquisition related costs (€8 million), and payments for acquisitions made in previous years (€3 million; e.g. earn-out arrangements). The expenses incurred in 2010 that are directly attributable to acquisitions, such as legal fees, broker’s cost, and audit fees, have been included in the general and administrative expenses in the Group’s consolidated statement of income.
|
Contribution of acquisitions |
Profit for the year | ||
|
|
|
|
|
|
Totals excluding the impact of 2010 acquisitions |
3,533 |
721 |
285 |
|
Contribution of 2010 acquisitions |
23 |
6 |
2 |
|
Totals for the year 2010 |
3,556 |
727 |
287 |
|
Pro forma contribution of 2010 acquisitions for the period January 1, 2010 up to acquisition date |
63 |
12 |
5 |
|
Pro forma totals for the year 2010 |
3,619 |
739 |
292 |
Contingent consideration
Acquisitions completed after January 1, 2010, did not include any significant contingent considerations.
Provisional fair value accounting
The fair value of the acquirees’ identifiable assets and liabilities of some acquisitions could only be determined provisionally and will be subject to change based on the outcome of the purchase price allocation in 2011, which will be completed within 12 months from the acquisition date.
The main acquisitions completed in 2010 were the following:
- On December 31, 2010, Wolters Kluwer Deutschland (Legal & Regulatory) successfully completed the acquisition of LexisNexis Deutschland GmbH in Germany. The unit has a workforce of over 200 employees and annual revenues of approximately €18 million;
- On December 17, 2010, Clinical Solutions (Health & Pharma Solutions) acquired 100% of the shares of Pharmacy OneSource, a leading healthcare Software-as-a-Service (SaaS) provider that helps hospitals manage the complex challenges of patient safety, compliance and efficiency. Pharmacy OneSource has approximately 100 employees. The annual revenues are approximately €12 million;
- On September 23, 2010, the Group acquired 100% of the shares of FRSGlobal, S.A.R.L in Luxembourg. FRSGlobal became part of Financial & Compliance Services and has approximately 350 employees and annual revenues of approximately €42 million; and
- On July 22, 2010, Corporate Legal Services (Legal & Regulatory) acquired Edital, the Questel trademark branch. Edital has 28 employees and annual revenues of approximately €6 million.
Disposals
In 2010 and 2009, there were a number of disposals to optimize the portfolio.
|
Disposals |
2010 |
2009 |
|
|
|
|
|
Non-current assets |
30 |
4 |
|
Current assets |
9 |
1 |
|
Current liabilities |
(7) |
(1) |
|
Provisions |
2 |
- |
|
Net identifiable assets and liabilities |
34 |
4 |
|
Book profit on disposals |
0 |
(4) |
|
Consideration |
34 |
0 |
|
|
|
|
|
The cash effect of the disposals is: |
|
|
|
Consideration receivable |
34 |
0 |
|
Assets obtained |
(31) |
- |
|
Cash included in disposed activities |
(5) |
- |
|
Cash from receivables |
0 |
0 |
|
Receipts from disposal of activities |
(2) |
0 |
Assets obtained relate to the 25%-equity interest in the Access Data Group (see note 15). Result on disposals includes a book gain of €4 million on the sale of the 25.9% equity interest in Boekhandels Groep Nederland early 2010, offset by losses on other divestments.