ANNUAL REPORT 2004 - Luxottica Group
ANNUAL REPORT 2004 - Luxottica Group
ANNUAL REPORT 2004 - Luxottica Group
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In thousands of Euro<br />
Assets purchased<br />
Cash and cash equivalents<br />
Inventories<br />
Property, plant and equipment<br />
Prepaid expenses and other current assets<br />
Accounts receivable<br />
Trade name (useful life of 25 years, no residual value)<br />
Other assets including deferred tax assets<br />
Liabilities assumed<br />
Accounts payable and accrued expenses<br />
Other current liabilities<br />
Deferred tax liabilities<br />
Long-term debt<br />
Bank overdraft<br />
Fair value of net assets<br />
Goodwill<br />
Total purchase price<br />
B) OPSM GROUP<br />
In May 2003, <strong>Luxottica</strong> <strong>Group</strong> formed an indirect<br />
wholly-owned subsidiary in Australia, <strong>Luxottica</strong> South<br />
Pacific Pty Limited, for the purpose of making a cash<br />
offer for all outstanding shares, options and<br />
performance rights of OPSM <strong>Group</strong> Limited (“OPSM”),<br />
a publicly traded company on the Australian Stock<br />
Exchange. The cash offer commenced on June 16,<br />
2003, received acceptances which increased<br />
<strong>Luxottica</strong>’s relevant interest in OPSM shares to 50.68%<br />
on August 8, 2003, and was completed on September<br />
3, 2003. At the close of the offer, <strong>Luxottica</strong> South<br />
Pacific held 82.57% of OPSM’s ordinary shares. As a<br />
consequence of the acquisition, all options and<br />
performance rights were cancelled. As a result of<br />
<strong>Luxottica</strong> South Pacific Pty Limited acquiring the<br />
majority of OPSM’s shares on August 8, 2003,<br />
OPSM’s financial position and results of operations are<br />
reported in the consolidated financial statements since<br />
August 1, 2003. Results of operations for the seven<br />
day period ended August 7, 2003 were immaterial.<br />
The acquisition was accounted for in accordance with<br />
SFAS 141, and accordingly, the purchase price of Euro<br />
253.7 million or A$ 442.7 million (including<br />
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<br />
17,023<br />
90,034<br />
113,212<br />
14,717<br />
2,161<br />
340,858<br />
34,657<br />
(101,020)<br />
(52,200)<br />
(135,340)<br />
(128,691)<br />
(104,155)<br />
91,256<br />
466,790<br />
558,046<br />
approximately A$ 7.2 million of direct acquisitionrelated<br />
expenses) was allocated to the assets<br />
acquired and liabilities assumed based on their fair<br />
value at the date of the acquisition. The Company<br />
uses many different valuation techniques to determine<br />
the fair value of the net assets acquired including but<br />
not limited to discounted cash flow and present value<br />
projections. Intangible assets are recognized separate<br />
from goodwill if they arise from contractual or other<br />
legal rights or if they do not meet the definition of<br />
separable as noted in SFAS 141. The valuation of<br />
OPSM’s acquired assets and assumed liabilities was<br />
completed in June <strong>2004</strong> without significant changes to<br />
the preliminary valuation. The excess of purchase<br />
price over the net assets acquired (“goodwill”) has<br />
been recorded in the accompanying consolidated<br />
balance sheet. The acquisition of OPSM was made as<br />
a result of the Company’s strategy to expand its retail<br />
business in Asia Pacific area.<br />
The purchase price (including direct acquisitionrelated<br />
expenses) has been allocated based upon the<br />
valuation of the Company’s acquired assets and<br />
liabilities, assumed as follows (reported at the<br />
exchange rate on the date of acquisition):<br />
113