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Annual report 2008 - Altarea Cogedim

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CONSOLIDATED FINANCIAL STATEMENTS<br />

11. Business<br />

combinations<br />

<strong>2008</strong><br />

Acquisition of Altareit (formerly Fromageries Paul Renard)<br />

The cost of this acquisition came to €14,725 thousand.<br />

This acquisition was accounted for in accordance with the<br />

principles defined in IFRS 3 and led to the determination<br />

of the fair value of identifiable assets and liabilities at the<br />

acquisition date.<br />

The details of the valuation at the acquisition date were as<br />

follows:<br />

FPR balance sheet at acquisition date<br />

(in € thousand)<br />

Fair<br />

value<br />

Carrying<br />

amount<br />

Other non-current assets 0 0<br />

Current assets 12,736 12,736<br />

Total assets 12,736 12,736<br />

Non-current liabilities 0 0<br />

Current liabilities 0 0<br />

Total liabilities – –<br />

Acquired assets, net 12,736 12,736<br />

Ownership interest 99.59 % 99.59 %<br />

Net assets attrib. to Group shareholders 12,684 12,684<br />

Goodwill recognised 2,041<br />

Value of equity interest<br />

at date of acquisition<br />

14,725<br />

The acquisition consists in a listed company possessing a noninterest-bearing<br />

current account, without any investments.<br />

The goodwill recognised was written off in full in the financial<br />

statements at 31 December <strong>2008</strong>.<br />

2007<br />

• Acquisition of <strong>Cogedim</strong> on 17 July 2007<br />

On 17 July 2007, ALTAREA acquired 99.94% of the shares<br />

of <strong>Cogedim</strong> from Inbro NV. <strong>Cogedim</strong>’s business is centred<br />

on property development for third parties.<br />

The cost of this acquisition was estimated at<br />

€642,588 thousand, determined as follows:<br />

Acquisition cost of <strong>Cogedim</strong> securities (in € thousand)<br />

Acquisition price (including earn-out) 650,149<br />

Transaction costs 4,890<br />

Discounted present value of acquisition debt, net of tax (12,451)<br />

Total assets 642,588<br />

The fair value of identifiable assets and liabilities at the<br />

acquisition date and the corresponding carrying amounts<br />

were as follows:<br />

No contingent liability was identified. The identification<br />

and measurement of the assets and liabilities acquired on a<br />

provisional basis at 31 December 2007 were confirmed at<br />

30 June <strong>2008</strong>.<br />

<strong>Cogedim</strong> balance sheet at acquisition<br />

(in € thousand)<br />

Fair<br />

value<br />

Brand 66,600<br />

Customer relationships 181,570<br />

Carrying<br />

amount<br />

Other non-current assets 7,224 7,224<br />

Current assets (excluding cash) 536,030 536,030<br />

Cash 63,468 63,468<br />

Total assets 854,892 606,722<br />

Non-current liabilities 143,887 143,887<br />

Deferred tax on brands and customer relationships 85,445<br />

Current liabilities (excluding cash) 331,506 331,506<br />

Overdrafts 1,798 1,798<br />

Total liabilities 562,636 477,191<br />

Acquired assets, net 292,256 129,531<br />

of which share attributable to minority interests 946 848<br />

Net assets attrib. to Group shareholders 291,310 128,683<br />

Goodwill recognised 351,278<br />

Enterprise value at date of acquisition 642,588<br />

118

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