AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

4. Business Combinations and Goodwill
Business combinations
On 31 March 2011, a corporate transaction was completed in which Amper, S.A. contributed 89.6%
of the share capital of Hemisferio Norte Brasil, S.L Unipersonal (a new company created by Amper
subsidiary Hemisferio Norte S.L. on 28 March 2011) in exchange for 85% of eLandia International
Inc., a percentage that corresponds to 150,745,913 shares. This percentage of 89.6% in Hemisferio
Norte Brasil, S.L.U. includes, through an indirect contribution to the incorporation of the company,
79.7% of the Brazilian subsidiary, Medidata Informática, S.A.
The transaction was completed after due compliance with the conditions precedent and
requirements for the closing of a transaction of this nature (authorization and licenses from third
parties, etc.), although the shares that are the object of the exchange between parties remained on
deposit until 31 May 2011, the date on which a series of formalities were satisfied in Brazil and in
Spain (basically, legalization of the contract by notary publics of Brazil and Spain and
communication to local tax authorities).
The business acquired has generated revenue in the amount of 130,781 thousand euros and
consolidated losses attributed to shareholders of the controlling company, during the period
between the acquisition date (31 March 2011) and the close of financial year 2011, for an amount
of 2,519 thousand euros.
If the purchase were to have taken place on 1 January 2011, Group revenue and consolidated
losses attributed to shareholders of the controlling company, during the annual period ending on 31
December 2011, would have been 420,597 thousand euros and 8,662 thousand euros,
respectively.
The breakdown of the consideration paid, the estimated fair value of the net assets acquired and
the goodwill are as follows (in thousands of euros):
Fair value of net assets acquired:
Thousands of
euros
Non-current assets
35,529
Goodwill
7,807
Cash and other current assets
71,865
Non-controlling interests
(11,252)
Non-current liabilities
(24,269)
Trade accounts payable and other current liabilities (84,141)
Total value of net assets (4,461)
Total value of net assets acquired (85%) (3,792)
Fair value of net assets delivered
Goodwill (excess of net assets acquired with respect to
acquisition cost)
1,586
5,378
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