Page 107 - Demo
P. 107
DKSH Annual Report 2023 105The total purchase price for DNIV is capped at an amount of CHF 40.7 million. An amount of CHF 28.6 million was paid in cash in 2022. Contingent consideration liabilities with a fair value of CHF 16.5 million were recognized at the acquisition date. Payments are contingent on the achievement of normalized EBITDA targets of the acquired business for 12-month periods following July 1, 2022 and 2023, the retention of key suppliers and include a target floor of 80.0%. If key suppliers are lost during specific earnout period, earnout will be nil.Effective August 31, 2022, the Group purchased the shares of Georg Breuer GmbH. The Georg Breuer business, based in Germany represents a supplier of functional ingredients for the food industry. The business provides sustainable food solutions with a focus on vegan, organic, and gluten free, as well as salt and sugar reduction and offers value-added services to its customers, including research and development, application customization, and technical and regulatory support.An amount of CHF 13.5 million has been paid in cash in 2022 for Georg Breuer. Contingent consideration liabilities with a fair value of CHF 5.4 million were recognized at the acquisition date. Payments are contingent on the achievement of normalized EBITDA targets of the acquired business for 12-month periods following August 31, 2022 and 2023 and include a target floor of 85.0% as well as a sup,plier target for year earnout represented by the retention of two specific key suppliers. If such suppliers are lost, the earnout will be nil.The Group has closed four other smaller acquisitions during 2022. Effective April 25, 2022, the Group purchased the business of Right Base Chemicals (RBC), a privately held business based in Shanghai. RBC primarily distributes additives, resins, and colorants for coating and ink applications in the Eastern, Central, and South-Western regions of the Chinese market. Effective July 4, 2022, the Group purchased the shares of Acutest Systems, a privately held business based in Malaysia. Acutest Systems is a distributor of clinical diagnostic point-of-care testing analyzers, diagnostic and screening devices and instruments, and laboratory systems in Malaysia.Effective July 1, 2022, the Group purchased the shares of Victa Food s.r.l, a privately held business based in Italy. Victa Foods represents a specialized distributor of food and nutritional supplement ingredients for the Italian market.Effective July 29, 2022, the Group purchased the shares of JW Foods Systems GmbH, a privately held business based in Germany. JW Food Systems is a manufacturer and supplier of functional mixtures for the food industry. In close cooperation with the customer, tailor-made and market-oriented systems of food additives for meat products, fish as well as convenience products are developed.The final goodwill of CHF 279.2 million relates to synergies and footprint improvements. With the exception of the Terra Firma goodwill, none of the other goodwill is expected to be deductible for income tax purposes.An amount of CHF 4.1 million of external transaction cost has been expensed as incurred under other operating expenses.The finalization of the purchase price allocation in 2023 principally resulted in a decrease of previously recorded goodwill of CHF 7.8 million, a decrease of short-term payables of CHF 5.5 million and a increase of other assets of CHF 1.0 million. A decrease of goodwill of CHF 1.3 million resulted from the reimbursements received in 2023 related to the final closing adjustments of Terra Firma and Georg Breuer.