4. Business combinations
Digital Television Solutions:
On February 29, 2008, the Group purchased 100 % of SAS EDSI, France for a cash consideration of EUR 7.0 million (CHF 11.1 million). SAS EDSI is specialized in the development of high security software solutions for Digital TV, mobile phone and banking applications. The goodwill amounting to CHF 6.8 million is attributable to a specialized workforce to develop smartcard software solutions and to potential synergies in the development of smartcard-based software. The goodwill is allocated to the Digital Television Solutions cash generating unit.
On March 7, 2008, the Group closed an asset deal to acquire the assets of Embedics Inc., USA, active in embedded software and cryptography and providing hardware and software solutions to Digital TV operators, for a total consideration of USD 19.2 million (CHF 20.1 million), of which USD 17.0 million (CHF 17.8 million) were paid in cash. The Group created a new company Embedics LLC, USA to acquire the assets of Embedics Inc. The goodwill amounting to USD 19.1 million (CHF 20.0 million) is allocated to the Digital Television Solutions cash generating unit and is mainly attributable to the knowledge of employees to optimize system security and synergies enabling the Group to reduce its development costs.
Public Access:
On June 2, 2008, the Group purchased 100 % of Skibadge International, France for a cash consideration of EUR 1.1 million (CHF 1.7 million) and a contigent consideration of up to EUR 0.8 million depending upon 2008/2009 and 2009/2010 revenue and gross margin targets. Skibadge International is a provider of automated ski ticket vending equipment. The goodwill amounting to EUR 1.2 million (CHF 1.9 million) is allocated to the Public Access cash generating unit. It is attributable to the workforce and potential synergies.
The aggregated assets and liabilities arising from the above business combinations are as follows:
| In CHF’000 | Acquirees carrying amount | Fair value of assets acquired |
|---|---|---|
| Tangible fixed assets | 316 | 316 |
| Intangible fixed assets (goodwill excl.) | 3 | 964 |
| Deferred income taxes | 137 | |
| Inventories | 153 | 153 |
| Trade accounts receivable | 1 681 | 1 681 |
| Other current assets | 163 | 163 |
| Cash and cash equivalents | 4 036 | 4 036 |
| Trade accounts payable | -97 | -97 |
| Other current liabilities | -1 141 | -873 |
| Current income taxes | -483 | -572 |
| Advances received from clients | - | |
| Deferred tax liabilities | -320 | |
| Long term liabilities | -227 | -558 |
| Net assets | 4 404 | 5 030 |
| Minority interest purchased | - | |
| Fair value of net assets acquired | 5 030 | |
| Purchase consideration: | ||
| -cash paid | 30 567 | |
| -contingent consideration | 2 945 | |
| -acquisition costs | 180 | |
| Fair value of net assets acquired | -5 030 | |
| Goodwill | 28 662 | |
| Purchase consideration in cash: | ||
| -cash paid | 30 567 | |
| -acquisition costs | 180 | |
| Cash and cash equivalents acquired | -4 036 | |
| Net cash outflow from business combinations | 26 711 |
Furthermore, on January 31, 2008, the Group created a new company with its Spanish distribution partner Siatron, SkiData Iberica SL and holds a controlling interests of 51%. The remaining 49% are subject to a put option from 01.01.2009 to 31.12.2012 that entitles the partner to sell its interests to SkiData Iberica SL and a call option from 01.01.2013 to 31.12.2014 that entitles the Group to purchase the remaining interests. This newly created company is distributing SkiData parking systems. The transaction resulted in Minority Interests of kEUR 784 (kCHF 1 258).
Correction of previous purchase price
In August 31, 2007 the Group bought 51 % of Parking Access Control Technologies SA, Belgium. The remaining 49 % are subject to a forward contract agreement and will be bought in several stages until March 2010. For consolidation purposes, the acquisition of this company has been considered with a 100 % interest and a contingent consideration has been taken into consideration. In 2008, the Group paid a cash consideration of EUR 0.5 million (CHF 0.7 million) and as the company results exceed the plan set-up when calculating the initial contingent consideration, the contingent consideration has been adapted within one year of the acquisition to reflect new best management estimates of the amounts to be paid. Hence, an additional goodwill and contingent consideration amounting to CHF 0.8 million have been considered while establishing the interim 2008 financial statements.
Transactions with Minority Interests
The Kudelski Group acquired additional OpenTV Corp shares for a consideration of kCHF 1 049 on the NASDAQ stock exchange in the first half of 2008. The acquisition of the above shares is treated as a transaction with minority interests and was allocated to retained earnings for kCHF 419 and minority interests for kCHF 630. Share based payments, exercise of options and conversion rights at OpenTV Corp led to a dilution effect amounting to kCHF 172 recognized in equity.
On January 1, 2008, the Group purchased the remaining 25% interests of TESC, Test Solution Center GmbH, Germany for a cash consideration of kCHF 4 144. This acquisition of shares is treated as a transaction with minority interests and is allocated to retained earnings for kCHF 3 765 and minority interests for kCHF 379.
Contribution and pro forma data incuding business combinations for the period ended June 30, 2008
The acquired businesses contributed a net income of kCHF -1 458 to the Group for the period from acquisition dates to June 30, 2008. If the acquisitions had occurred on January 1, 2008 the consolidated revenues and net income would have been approximately kCHF 419 562 and kCHF -40 858 respectively.