Saab 2011 Annual Report Download - page 98

Preliminary purchase price analysis for Sensis:
Purchase consideration
MUSD MSEK
Purchase price paid 12 August 170 1,089
Contingent consideration 36 231
Total consideration 206 1,320
Effect on liquid assets
MUSD MSEK
Purchase price paid 170 1,089
Less; liquid assets in the acquired company -20 -127
Effect on liquid assets 150 962
e fair value of the identiable assets and liabilities of Sensis as at the date
of the acquisition were:
Acquired assets and liabilities
MUSD MSEK
Intangible fixed assets:
Developed technologies 17 110
Customer relationships 18 115
Trademarks 2 13
Other intangible fixed assets 1 6
Tangible fixed assets 42 270
Inventories 7 45
Other current assets 51 324
Liquid assets 20 127
Total assets 158 1,010
Interest-bearing lease obligation 16 102
Provisions 5 32
Current liabilities 40 256
Deferred tax liabilities 6 38
Total liabilities 67 428
Total identifiable net assets at fair value 91 582
Goodwill 115 738
Purchase consideration 206 1,320
e goodwill of   comprises the value of expected synergies through
the consolidation of the operations of the Saab Group and Sensis arising from
the acquisition. None of the acquired goodwill is expected to be deductible
for income tax purposes.
e fair value of intangible xed assets amounted to  .
Terms for calculation of earn out merger consideration:
e seller and the buyer have agreed on a two-year earn out period between 
July  and  June . e contingent consideration of   is split
into two parts: one if determined EBIT targets are achieved and one depend-
ing of the order intake for new technologies.
Of the purchase price,   is deposited in an escrow account to cover
warranties and representations.
From the date of the acquisition Sensis has contributed   to sales
and  - to income before taxes. If Sensis had been consolidated as of
January , sales would have increased by approximately   and
income before taxes would have decreased by approximately  .
e transaction costs of   have been expensed and are included in
administrative expenses. In the statement of cash ow, they are included in
cash ow from operating activities.
Other acquisitions
On  December , Saab announced the signing of an eight-year agree-
ment with Scandinavian Air Ambulance Holding . In addition, Saab
acquired inventories and equipment. e purchase price amounted to
 and was paid on  March .
Saab also acquired assets from the Czech company -, with its main
operations in the development and production of virtual simulators. e pur-
chase price amounted to   and was paid on  May .
ese acquisitions have only had a minor impact on the consolidated
income and nancial position.
e fair value of the identiable assets and liabilities as at the date of the
acquisition were:
Purchase consideration in summary
MSEK Scandinavian Air Ambulance E-COM
Intangible fixed assets 24 1
Tangible fixed assets 3 13
Inventories 14 4
Other current assets - 1
Total assets 41 19
Provisions - 2
Total liabilities - 2
Total identifiable net assets at fair
value 41 17
Goodwill - -
Purchase consideration 41 17
Divestments
On  March, Saab signed an agreement to divest its ownership share of .
per cent in South African system engineering company Grintek Ewation to
Cassidian, a division of . e transaction generated a capital gain before
tax of   and positive cash ow of  .
In the second quarter, Saab divested its  per cent share in the South
African company Denel Saab Aerostructures (Pty) Ltd. e transaction gen-
erated a capital gain of   and positive cash ow of  .
On  April, Saab announced it had received additional consideration of
  for the divestment of Saab Space.
On  April, Saab announced it had divested its  per cent share in the
image processing company Image Systems  to Digital Vision . Image
Systems  had been a part of Saab Venture’s portfolio since . e price
received was approximately , which impacted cash ow positively.
e transation generated a capital gain of .
On  May, Saab announced it intended to utilise its option to divest its
shares in Aker Holding , which were acquired in . e divestment gen-
erated cash of   to Saab and had a positive impact on the operating
cash ow and net liquidity by  . e transaction had no impact on
results.
On  July, Saab announced it had agreed to divest its shares, correspond-
ing to .per cent on a fully diluted base, in the D mapping company
CTechnologies . e consideration amounted to , and gener-
ated a capital gain of  .
Overview of capital gains 2011
MSEK Jan–Dec
C3 Technologies 916
Grintek Ewation 122
Saab Space 60
Denel Saab Aerostructures 58
Image Systems 13
Total 1,169
No other signicant acquisitions or divestments were made during 2011.
NOTE 8, CONT.
FINANCIAL INFORMATION > NOTES
94 SAAB ANNUAL REPORT 2011