Note 38 – Acquisitions

On August 17, 2016, Duni acquired 60% of the shares in the Thai company Terinex Siam Co. Ltd., a market leading manufacturer and supplier of napkins and single-use products for food. Terinex Siam focuses on the HoReCa market in Southeast Asia, with key markets primarily in Thailand, Singapore and Australia. The product range includes napkins and single-use packaging solutions for food as well coasters and aluminium foil.

Adopted acquisition analysis per December 31, 2016:
Acquired net assets
SEK ‘000, fair value
Intangible fixed assets 46 355
Tangible fixed assets 23 028
Other long-term receivables 132
Other financial receivables 496
Net deferred tax asset/liability  -9 067
Current tax -1 995
Inventories 12 069
Accounts receivable 10 382
Other current receivables 1 655
Deferred income and prepaid expenses, net -1 801
Cash and cash equivalents 10 325
Accounts payable -1 795
Other short-term liabilities -5 370
Acquired identifiable net assets 84 413
Non-controlling interests -75 471
Goodwill 104 265
Acquired net assets 113 207

Terinex Siam has more than 100 employees within production, logistics and sales. The company is based on the outskirts of Bangkok and, in 2015, reported sales of THB 345 m with an operating margin in excess of 20%. The acquisition has been consolidated in the New Markets business area.

Duni acquired 49% of the shares directly and 11% indirectly via a joint-venture company in Thailand. The purchase price of THB 462 m was paid in cash in connection with the takeover and SEK 113 m was charged to Duni’s net debt, which is accommodated within existing loan agreements. Acquisition costs amounting to SEK 5 m have been taken during the year and are reported under the item ‘Other operating expenses’. In accordance with RFR2, the Parent Company reports these costs as financial fixed assets.

Duni has chosen to report non-controlling interests at fair value. For more information regarding accounting principles, see Note  2. The fair value of 100% of the net assets amounts to SEK 84 m. Intangible fixed assets primarily consist of customer contracts. Goodwill corresponds to synergies within purchasing and the fact that Duni now obtains a production plant in Asia. Together with Terinex Siam, Duni will be able to benefit from existing/overlapping distribution channels and jointly develop the product range and customer portfolio. No part of the reported goodwill or intangible fixed assets is expected to be deductible against income tax.

Accounts receivable and other current receivables correspond to the contractual amounts since it is expected that all accounts receivable and other current receivables can be collected.

During the period August 1 – December 31, 2016, Terinex Siam contributed SEK 36 m to the Group’s net sales and SEK 5 m to income after tax and amortization on customer relations, but before minority holdings. The minority’s share of income amounted to SEK 2 m. Had Terinex Siam been consolidated as from January 1, 2016, Duni’s income statement would have shown additional revenues of SEK 47 m and SEK 5 m in income after tax and amortization on customer relations but before minority holdings.

Effect on cash flow – acquisition of subsidiaries, SEK m
2016
Cash purchase price -113
Less: cash and cash equivalents 10
Paid purchase price -103
Supplemental purchase price, Duni Song Seng* -21
Total effect on cash flow -124
* During the year, a supplemental purchase price was paid in respect of Duni Song Seng, which was acquired in 2013.

 

No business acquisitions took place during the financial year January 1, 2015  –  December 31, 2015.