Financial <strong>Report</strong>ing <strong>2009</strong> – Consolidated Financial Statements 552.| Changes in the scope of consolidation<strong>Von</strong> <strong>Roll</strong> Transformers Ltd.On 25 September 2008, <strong>Von</strong> <strong>Roll</strong> purchased <strong>Von</strong> <strong>Roll</strong> Transformers Ltd. (previously Enerco Enterprises) based inRamat Ha’Sharon, Israel, in its entirety and received 80 % of the shares immediately. The remaining 20 % of the shareswere transferred as of 31 December <strong>2009</strong>.The purchase prices for 100 % of the shares, which was paid in cash, amounts to TCHF 76,915. The Group also acquiredfinancial liabilities of TCHF 19,990. The cash outflow reported last year in connection with the purchase priceamounted to TCHF 78,373. In the reporting year further payments to the amount of TCHF 168 were made for acquisitioncosts. In the first six months of <strong>2009</strong> <strong>Von</strong> <strong>Roll</strong> received a repayment on the purchase price on the basis oftargets being met to the amount of TCHF 1,626, resulting in a net capital inflow of TCHF 1,458 in financial year <strong>2009</strong>.This repayment has no effect on the recognised goodwill because it was already included in the 2008 financialstatements as accruals. There may be further adjustments to the purchase price in financial year 2010 on the basisof targets being met.The process of determining fair values for <strong>Von</strong> <strong>Roll</strong> Transformers Ltd.’s identifiable assets, liabilities and contingentliabilities was completed in financial year <strong>2009</strong>. In addition to the figures published in last year’s <strong>Annual</strong> <strong>Report</strong>,intangible assets of TCHF 24,243 were identified. Goodwill decreased accordingly. The calculation of final net assetsand goodwill is shown below:in CHF 1,000Book valueFair ValueadjustmentFair ValueCash and cash equivalents 268 268Trade accounts receivable 14,816 14,816Inventories 53,085 53,085Current assets 3,311 3,311Tangible and other non-current assets 5,706 5,706Intangible assets – 32,399 32,399Deferred tax assets 3,124 – 2,121 1,003Total assets 80,310 30,278 110,588Trade accounts payable – 15,921 – 15,921Financial liabilities – 19,990 – 19,990Other liabilities and deferred income – 8,606 – 8,606Post-employment benefit obligations – 1,675 42 – 1,633Deferred tax liabilities – 744 – 744Total liabilities – 46,936 42 – 46,894Net assets 33,374 30,320 63,694Goodwill 23,574Total purchase consideration 87,268Accrued purchase consideration 10,353Consideration paid in cash 76,915Financial liability taken-over 19,990Cash and cash equivalents acquired – 268Net cash outflow 96,637The intangible asset already identified represents an agreement prohibiting competition with the vendor of thecompany to the amount of TCHF 8,156 and client relationship capital of TCHF 24,243. The useful life of the recognisedrelationship is assessed as extremely stable and with no time limit on the basis of its long history and contractuallyagreed supply relationship and conditions. It is, therefore, reviewed for recoverability at least annually using avaluation of the discounted cash flows. The goodwill arising from this transaction encompasses, most notably, theexpected potential for synergies and market entry, the workforce and all other intangible assets which could not beseparately identified.
56 Financial <strong>Report</strong>ing <strong>2009</strong> – Consolidated Financial StatementsShenzhen Mica GroupThe acquisition costs of TCHF 84 for the Shenzhen Mica Group, which were outstanding as at 31 December 2008,were paid in <strong>2009</strong>.Bank <strong>Von</strong> <strong>Roll</strong> AG (formerly <strong>Von</strong> <strong>Roll</strong> Finanz AG)Following a resolution by the Extraordinary General Meeting on 19 January <strong>2009</strong>, <strong>Von</strong> <strong>Roll</strong> Finanz AG was renamedBank von <strong>Roll</strong> AG. The Extraordinary General Meeting of the Shareholders of Bank <strong>Von</strong> <strong>Roll</strong> on 19 January <strong>2009</strong> approvedthe increase in the ordinary nominal share capital of CHF 17.9 million to CHF 18.0 million by issuing 35,800new registered shares each with a nominal value of CHF 500. Following this capital increase, shareholders in<strong>Von</strong> <strong>Roll</strong> Holding AG were offered shares in Bank <strong>Von</strong> <strong>Roll</strong> AG in proportion to their existing holding in <strong>Von</strong> <strong>Roll</strong>Holding AG.<strong>Von</strong> <strong>Roll</strong> Holding AG waived its right to subscribe to the new registered shares; however, it has acquired a 3 % holdingin Bank <strong>Von</strong> <strong>Roll</strong> AG because of its holding of treasury shares. No significant effects on the result arose due to thedeconsolidation and there was a cash outflow of TCHF 62.<strong>Von</strong> <strong>Roll</strong> Isola Winding Systems GmbH i.L.The liquidation of <strong>Von</strong> <strong>Roll</strong> Isola Winding Systems GmbH was completed in December. The company was deletedfrom the commercial register on 22 December <strong>2009</strong>. No significant effects on the result arose due to the deconsolidation.The cash outflow to the non-controlling interests amounted to TCHF 36.<strong>Von</strong> <strong>Roll</strong> Insulation & Composites Holding AG<strong>Von</strong> <strong>Roll</strong> Immobillien AG was renamed <strong>Von</strong> <strong>Roll</strong> Insulation & Composites Holding AG as per its entry in the commercialregister on 22 December <strong>2009</strong>. At the same time there was a change in purpose to acquisition, disposal andmanagement of investments.SummaryThe following table provides a summary of the cash flows resulting from changes in the scope of consolidation inthe financial year:in CHF 1,000 <strong>2009</strong><strong>Von</strong> <strong>Roll</strong> Transformers Ltd. 1,458Shenzhen Mica Group – 84Cash inflow from acquisitions 1,374<strong>Von</strong> <strong>Roll</strong> Finanz AG – 62<strong>Von</strong> <strong>Roll</strong> Winding Systems GmbH i.L. – 36Cash outflow from deconsolidation – 98