Pharmaceuticals Sector - Solvay

74
Solvay Global Annual Report 2005
The companies acquired are:
Fournier Pharma
On July 28, 2005 the Solvay group purchased 100% of the capital of Fournier Pharma, a company specializing in
the treatment of cardiometabolic disorders, for a net cash outlay of EUR 1 183 million. Fournier Pharma consists
of 31 legal entities, 14 of which are consolidated according to the materiality principle described under “2005
consolidation scope”.
The Fournier acquisition was initially accounted for on a provisional basis, as not all information was available at that
time. Corrections were made at the year-end closing date.
The net assets acquired in the transaction and the resulting goodwill are:
EUR million Carrying
amount
before
acquisition
Fair value
adjustments
Intangible assets 23 449 472
Tangible assets 81 81
Other investments 6 6
Deferred tax assets 18 18
Financial receivables and other non-current assets 17 17
Non-current assets 145 449 594
Current assets other than cash and cash equivalents 277 277
Cash and cash equivalents 178 178
Current assets 455 0 455
Long-term provisions 33 33
Deferred tax liabilities 7 60 67
Long-term fi nancial debt 10 10
Non-current liabilities 50 60 110
Current liabilities 288 15 303
Net assets 262 374 636
Goodwill 874
Anticipated milestones and earn-outs (1) -149
Price paid at 31/12/2005 1 361
Bank balances and cash acquired -178
Net cash outlay on acquisition 1 183
[1]Additional milestones (up to EUR 290 million) and earn-out payments will be paid upon reaching certain sales targets. These will be considered as an adjustment
to the acquisition prices and capitalized as goodwill. In 2005, EUR 25 million of milestones and EUR 24 million of earn-outs are already recognized under other debts
of the Group, and EUR 100 million of milestones considered highly probable are included in provisions.
The residual goodwill generated by the transaction represents essentially future synergies.
Fournier Pharma contributed EUR 265 million of Group sales and EUR 64 million of REBIT from August 1
to December 31. Sales and REBIT for 2005 as a whole are not available since, prior to the acquisition,
Fournier Pharma’s accounts were kept according to French accounting standards.
Total