THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise
THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise
THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise
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8.13. Acquisitions<br />
Cambridge Theranostics Ltd.<br />
In December 2007, we agreed on a co-operation with Cambridge<br />
Theranostics Ltd. A payment of € 2.0 million made in January 2008<br />
is reported in the cash flow statement as a payment for financial<br />
assets.<br />
Acquisition of Chr. Hansen’s Flavor Business<br />
We acquired the flavor business of the Danish producer<br />
Chr. Hansen on April 25, 2008 for an amount of $ 110.0 million<br />
(€ 71.9 million). The acquisition comprised the flavor business<br />
areas: Seasonings, Sweet, Savory, Dairy and Confectionary. The<br />
fair values attributed to identifiable assets at the date of the acquisition<br />
were:<br />
T€<br />
Recipes<br />
Trademark Co-Existence agreement<br />
Competition ban<br />
Equipment<br />
Inventories<br />
Net identifiable assets and liabilities<br />
Goodwill arising on acquisition<br />
Cost of acquisition/Cash outflow<br />
From the acquisition date on April 25, 2008, onwards, the flavor<br />
business contributed sales revenue of € 30.6 million ($ 45.0 million)<br />
and an EBIT of € -2.8 million ($ -4.1 million, including amortization<br />
of recipes) to the Group. The EBIT includes restructuring<br />
costs of € 5.1 million ($ 7.6 million). If an assumption is made that<br />
the acquisition had taken place on January 1, 2008, then the probable<br />
contribution would have been € 45.8 million ($ 67.5 million)<br />
to the Group’s sales revenue and € -1.5 million ($ -2.3 million) to<br />
the Group’s EBIT. A sales revenue forecast for 2009 is no longer<br />
possible as the flavor business of Chr. Hansen was fully integrated<br />
at the year end.<br />
As well as adding further production sites, the acquisition increased<br />
our sales and marketing capabilities through the addition<br />
of qualified employees. Particularly in the Seasoning, Dairy and<br />
Confectionary areas, we were able to acquire customer-specific<br />
recipes and, as a consequence, to expand our technological capability<br />
as well as increase our range of customers. The acquisition<br />
opens up long-term growth possibilities.<br />
Annual Report 2008 <strong>Symrise</strong> AG 129<br />
2008<br />
Fair value<br />
32,703<br />
769<br />
1,796<br />
3,901<br />
6,603<br />
45,772<br />
26,115<br />
71,887<br />
Therapeutic Peptides Inc. (TPI)<br />
In July 2008, <strong>Symrise</strong> acquired a 20% interest in Therapeutic Peptides<br />
Inc., Baton Rouge, US, for an amount of $ 2.3 million (€ 1.6<br />
million). A provisional purchase price allocation was made in accordance<br />
with IFRS 3 as at December 31, 2008. The provisional<br />
unaudited financial statements as at December 31, 2008 disclose<br />
total assets of T€ 709 ($ 1.0 million) and liabilities of T€ 310 (T$<br />
439). Sales revenue for fiscal year 2008 was T€ 667 (T$ 983), producing<br />
a result for the period of T€ -159 (T$ -234).<br />
Acquisition of Intercontinental Fragrances (ICF)<br />
<strong>Symrise</strong> acquired the fragrance business of the American fragrance<br />
producer Intercontinental Fragrances on September 3, 2008, for<br />
€ 15.1 million ($ 21.4 million). A provisional purchase price<br />
allocation was made in accordance with IFRS 3 as at December<br />
31, 2008. The purchase price was allocated to inventories (€ 1.1<br />
million / $ 1.6 million), property, plant and equipment (€ 0.2 million<br />
/ $ 0.3 million), recipes (€ 8.2 million / $ 11.5 million) and<br />
goodwill (€ 5.6 million / $ 8.0 million).<br />
From the acquisition date on September 3, 2008, onwards, Intercontinental<br />
Fragrances contributed sales revenue of € 3.2 million<br />
($ 4.7 million) to the Group and generated an EBIT of T€ -389 (T$<br />
-573, including amortization of recipes). The EBIT includes restructuring<br />
costs of T€ 287 (T$ 423). Due to the short period of<br />
membership in the Group, it has not been possible to disclose estimates<br />
of the sales revenue and EBIT contribution that would have<br />
been made if the acquisition had been made on January 1, 2008.<br />
Sales revenue of € 10.9 million is expected for 2009.<br />
Acquisition of Manheimer Fragrances<br />
<strong>Symrise</strong> acquired the fragrance business of the American fragrance<br />
producer Manheimer Fragrance on November 6, 2008, for<br />
€ 50.3 million ($ 70.7 million). A provisional purchase price allocation<br />
was made in accordance with IFRS 3 as at December 31,<br />
2008. The purchase price was allocated to inventories (€ 3.5 million<br />
/ $ 5.0 million), recipes (€ 33.8 million / $ 47.8 million) and<br />
goodwill (€ 13.0 million / $ 17.8 million).<br />
From the acquisition date on November 6, 2008, onwards, Manheimer<br />
Fragrances contributed sales revenue of € 1.8 million ($<br />
2.6 million) and an EBIT of € -1.1 million ($ -1.6 million, including<br />
amortization of recipes) to the Group. The EBIT includes<br />
restructuring costs of T€ 811. Due to the short period of membership<br />
in the Group, it has not been possible to disclose estimates<br />
of the sales revenue and EBIT contribution that would have been<br />
made if the acquisition had been made on January 1, 2008. Sales<br />
revenue of €21.8 million is expected for 2009.<br />
Notes
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