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ASSA ABLOY<br />
Annual Report 2007<br />
84<br />
Note 35 cont.<br />
Pemko<br />
On 1 January 2007 the Group acquired 100 percent of the<br />
share capital of Pemko Manufacturing Company, a leading<br />
North American producer of door components. The acquisition<br />
of Pemko brings into ASSA ABLOY a well recognized<br />
and highly respected producer of door components. The<br />
Pemko product line is complementary to ASSA ABLOY’s<br />
existing product offerings and distribution channels. The<br />
company has its headquarters in Ventura, California, from<br />
where most of the business is conducted. The brand has<br />
been separately recognized and remaining goodwill is<br />
chiefly related to synergies and other intangible assets not<br />
qualifying for separate recognition.<br />
Aontec<br />
On 3 July 2007 the Group acquired 100 percent of the<br />
share capital of Aontec Teoranta, one of the world’s largest<br />
suppliers of RFID inlays for electronic passports. The acquisition<br />
expanded the customer base, provided ASSA ABLOY<br />
with yet another secure site for our operations and added<br />
complementary manufacturing technologies for RFID<br />
inlays. Aontec designs and manufactures RFID inlays mainly<br />
for European passport printers and security integrators. The<br />
operations are conducted in high-security premises in Ireland.<br />
Intangible assets in the form of customer relationships<br />
and licenses have been separately recognized.<br />
Remaining goodwill is chiefly related to synergies and other<br />
intangible assets not qualifying for separate recognition.<br />
Baodean<br />
On 1 October 2007 the Group acquired 70 percent of Baodean,<br />
a leading Chinese lock company. Baodean manufactures<br />
and distributes anti-theft door locks and cylinders<br />
mainly for the Chinese market. The company leads the market<br />
segment of high-security anti-theft door locks and cylinders<br />
in China and has developed an extensive support<br />
and service network. Baodean is located in the Zhejiang<br />
region, south of Shanghai. Based on a preliminary purchase-price<br />
allocation, the brand has been separately recognized<br />
and remaining goodwill is chiefly related to synergies<br />
and other intangible assets not qualifying for separate<br />
recognition.<br />
iRevo<br />
On 12 October 2007 the Group acquired more than 50<br />
percent of the share capital of iRevo, a Seoul-listed company<br />
and market leader in digital door locks. The acquisition<br />
brings benefits to the ASSA ABLOY Group including a<br />
market-leading position in Korea, access to efficient distribution<br />
channels in the residential sector and ability to leverage<br />
on ASSA ABLOY’s global distribution network. Based<br />
on a preliminary purchase-price allocation, the brand has<br />
been separately recognized and remaining goodwill is<br />
chiefly related to synergies and other intangible assets not<br />
qualifying for separate recognition.<br />
2006 (SEK M) Fargo Other Total<br />
Cash paid, including<br />
direct acquisition costs 2,486 1,000 3,486<br />
Unpaid parts of purchase prices – 67 67<br />
Total purchase price 2,486 1,067 3,553<br />
Fair value of acquired net assets –939 –351 –1,290<br />
Goodwill 1,547 716 2,263<br />
Acquired assets and liabilities in accordance<br />
with purchase price allocations<br />
Intangible assets 708 120 828<br />
Tangible assets 30 100 130<br />
Inventories 46 139 185<br />
Receivables 83 160 243<br />
Cash and cash equivalents 313 56 369<br />
Interest-bearing liabilities – –39 –39<br />
Other liabilities –241 –185 –426<br />
Acquired net assets at fair value 939 351 1,290<br />
Fair value adjustments,<br />
intangible assets –708 –118 –826<br />
Fair value adjustments,<br />
deferred taxes etc 288 44 332<br />
Acquired net assets at book<br />
value 519 277 796<br />
Purchase price settled in cash 2,486 1,000 3,486<br />
Cash and cash equivalents in<br />
acquired subsidiaries –313 –56 –369<br />
Change in Group cash and<br />
cash equivalents resulting<br />
from acquisitions 2,173 944 3,117<br />
Net sales from times of<br />
acquisition 306 687 993<br />
EBIT from times of acquisition 58 84 142<br />
Net income from times of<br />
acquisition –3 35 32<br />
Acquired entities had total net sales of SEK 1,580 M in<br />
2006. Fargo Electronics was the largest acquisition in 2006,<br />
while Adams Rite and Baron were the most important<br />
among the other acquisitions.<br />
Fargo Electronics<br />
On 3 August 2006 the Group acquired 100 percent of the<br />
share capital of Fargo Electronics, a world-leading company<br />
in systems for secure issuance of ID cards including card<br />
printers, peripheral equipment and software. The acquisition<br />
will make possible a unique offering of products and<br />
services for secure issuance of identity and authorization<br />
cards. Fargo is the only manufacturer to offer three completely<br />
different printing technologies – High-Definition<br />
Printing (reverse image), Direct-to-Card printing (dye-<br />
sublimation) and CardJet Printing technology (inkjet) – to<br />
meet the requirements of customers on different markets.<br />
Fargo has a comprehensive patent portfolio that protects<br />
these different technologies. Intangible assets in the form<br />
of technology, brands and customer relationships have<br />
been reported separately. Remaining goodwill lies mainly<br />
in synergies and intangible assets that do not meet the<br />
criteria for separate reporting.