financial report and registration document 2011 - Groupe SEB

The provisional value assigned to the goodwill arising on the Asia Fan
acquisition was calculated using the partial goodwill method.
Asia Fan’s contribution to the Group’s revenue in the seven months from June
to December 2011 amounted to €5.1 million.
Acquisition of an additional interest in Supor
During 2011 the Group purchased an additional 20% interest in Supor from
the Su family – the company’s founding shareholders – at a price of RMB 30
per share. The acquisition was completed on 13 December 2011 for an
aggregate purchase price of €406 million, which was settled on the same
date. This transaction gave rise to a €406 million reduction in equity and an
€83 million transfer from equity attributable to non-controlling interests to
equity attributable to owners of the parent.
Maharaja Whiteline
On 16 December 2011, Groupe SEB acquired a majority interest in Maharaja
Whiteline, a leading producer of small electrical appliances in India. Created
in 1976, Maharaja Whiteline has its roots in Northern and Western India.
It is one of the major players in a still highly fragmented market, with a
portfolio covering several families of small domestic equipment. In particular,
Maharaja Whiteline is an established brand name in mixer grinders, an
indispensable appliance in India in Kitchen Electrics. Backed by a network
of 330 distributors, Maharaja Whiteline is present in over 26,000 sales outlets.
Its revenue for the fi scal year ended 31 March 2011 totalled €21 million and
it has reported average annual growth of 25%. The company operates a
plant in Baddi, Himachal Pradesh state, in Northern India, and employs
around 350 people.
The transaction gives Groupe SEB a 55% interest in the company, with the
remaining shares held by its founder Harish Kumar and his family. Harish
Kumar will continue to serve as Chairman and Chief Executive Offi cer.
In view of the acquisition date, the Group’s interest in Maharaja Whiteline
is presented under “Other investments” in the consolidated balance sheet.
Groupe SEB does not consider that its fi nancial statements for the year
ended 31 December 2011 were materially affected by the fact that Maharaja
Whiteline was not included in the scope of consolidation at that date.
The valuation of Groupe SEB’s interest in this company took into
consideration an earn-out payment that may be due in 2013 based on
EBITDA performance. The amount of the earn-out has been provisionally
estimated as €2 million. In addition, if the founding shareholders’ interest
falls below 25% of the company’s capital, they may sell their shares to
Financial Report and Registration Document 2011
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Consolidated fi nancial statements
Notes to the consolidated fi nancial statements
Groupe SEB pursuant to a put and call option agreement put in place at
the time of the acquisition. As their stake represented more than 25% at
31 December 2011, these contractual provisions did not have any impact
on the consolidated fi nancial statements.
Other transactions in 2011
ACQUISITION OF A STAKE IN KEY INGREDIENT
To prepare for coming changes in the small domestic equipment market
and extend its innovation strategy to new technologies and expertise from
outside the Company, Groupe SEB has created an investment fund – SEB
Alliance – with initial capital of €30 million. This fund – which will serve as a
technology watch as well as an investment unit – was consolidated in the
Group’s 2011 fi nancial statements.
In 2011, SEB Alliance made its fi rst investment in the area of digital and
connected products, by acquiring a majority 60% stake in US-based Key
Ingredient.
Key Ingredient is a US start-up, based in Austin, Texas and specialised in
the development of digital cooking solutions. In 2011 it generated revenue
of less than €2 million. In view of this non-material amount, Key Ingredient
was not consolidated by the Group in 2011.
MERGER OF GROUPE SEB MEXICANA AND VISTAR
The two Mexican entities Groupe SEB Mexicana and Vistar were merged
during 2011. The operation did not have any impact on the consolidated
fi nancial statements as it was simply a legal restructuring.
Note 2.2. CHANGES IN 2010
No subsidiaries were acquired or divested in 2010. The only change in
the scope of consolidation concerned the Peruvian branch previously
consolidated by Groupe SEB Colombia, which was converted into a
subsidiary called Groupe SEB Peru and was fully consolidated in 2010. This
internal transaction had no impact on the consolidated fi nancial statements.
Note 2.3. CHANGES IN 2009
No subsidiaries were acquired or divested in 2009. The only change in scope
of consolidation during the period concerned the Groupe SEB Retailing
subsidiary, which was accounted for by the equity method in 2008 and fully
consolidated from 1 January 2009. This change in consolidation method did
not have a material impact on the fi nancial statements.
GROUPE SEB
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