Pharmaceuticals Sector - Solvay

76
Solvay Global Annual Report 2005
Girindus
On August 31, 2006 the Solvay group purchased 74.1% of the capital of Grindus AG, a company specializing in
organic compounds for leading edge markets, for a net cash outlay of EUR 32 million. Girindus is made up of 5 legal
entitles, all of which are included in the Solvay consolidation scope.
The net assets acquired in the transaction and the resulting goodwill are:
EUR million Carrying
amount
before
acquisition
Fair value
adjustments
Intangible assets 8 (1) 8
Tangible assets 18 18
Deferred tax assets 2 2
Financial receivables and other non-current assets 19 19
Non-current assets 39 8 47
Current assets other than cash and cash equivalents 13 13
Cash and cash equivalents 2 2
Current assets 15 15
Long-term provisions 1 1
Deferred tax liabilities 3 3
Long-term fi nancial debt 20 20
Non-current liabilities 21 3 24
Current liabilities 14 14
Net assets 19 5 24
Of which Group share (74.1%) 14 4 18
Goodwill 16
Total consideration paid 34
Bank balances and cash acquired -2
Net cash outlay on acquisition 32
(1) Includes EUR 7 million for a recent franchise for cosmetics and EUR 1 million for a recent franchise for oligonucledials.
Girindus contributed EUR 10 million of sales and an EBIT of EUR -1 million between September 1 and December
31, 2005.
(20) Capital increase / redemption
Simultaneously with the exercise of Solvay’s option to sell its high density polyethylene activity to BP, EUR 800
million of preference shares subscribed by the banks at the end of 2001 at the time of the Ausimont acquisition were
redeemed.
(21) Acquisition / sale of own shares
At the end of December 2004, Solvay S.A. held 1 961 229 of its own shares to cover the share options offered
to Group executives. In the course of 2005, it purchased another 542 220 and sold 600 800 shares following the
exercise of these options by the parties concerned. At the end of 2005, the company held 1 902 649 of its own
shares, which have been deducted from consolidated shareholders’ equity
As it has in every year since 1999, the Board of Directors renewed the share option plan offered to executive staff
Total