Acquisitions completed from the 2020 financial year are distributed among the Group’s business areas as follows:
|Acquisitions||Time||Net Sales, SEKm*||Number of employees*||Business area|
|EuroClone S.p.A, Italy||January 2020||280||58||Labtech|
|TechniPro PulvoMed Pty Ltd, Australia||September, 2020||13||5||Medtech|
|Ropox A/S, Denmark||October, 2020||95||73||Medtech|
|Dach Medical Group Holding AG, Austria||October, 2020||145||23||Medtech|
|Zafe Care Systems AB, Sweden||October, 2020||35||21||Medtech|
|Biomedica Italia s.r.l (SIAD Healthcare), Italy||December, 2020||80||17||Medtech|
|Acquisitions after the end of the interim period||Time||Net Sales, SEKm*||Number of employees*||Business area|
|Vision Ophthalmology Group GmbH, Germany||April, 2021||700||190||Medtech|
|Healthcare 21 Group, Ireland||April, 2021||1,700||450||Medtech|
|* Refers to conditions at the time of acquisition on a full-year basis.|
The fair value of not yet paid contingent consideration for acquisitions made during previous periods is calculated to SEK 83m, which is approximately 85 percent of the maximum outcome. The outcome depends on the results achieved in the companies and has a set maximum level. No acquisitions were made during the interim period. An additional contingent consideration of SEK 6m has been paid regarding the acquisition of Euroclone during year 2020.
Acquisitions after the end of the interim period
Two acquisitions were completed since the end of the interim period:
On 7 April 2021, it was announced that AddLife AB (publ) entered into an agreement to acquire all shares in Vision Ophthalmology Group GmbH (VOG), a leading European distributor and manufacturer of ophthalmology and eye surgery products, with operations in Switzerland, Germany, the United Kingdom and Poland. The deal closed on 8 April 2021 and VOG will be consolidated into AddLife from this date. The initial purchase price was EUR 165m, 50 percent of which was paid in cash and 50 percent was paid via existing repurchased and newly issued class B shares. The number of shares issued totalled 5,362,216 class B shares, of which 3,862,216 shares were newly issued class B shares and 1,500,000 class B shares were existing shares held in treasury. An additional cash purchase price of a maximum of EUR 18m may become payable by 2024 at the latest, based on financial results achieved by the business through 2023.
On 12 April 2021, another acquisition, Healthcare 21 Group, a leading independent life science distributor with operations in Ireland and the UK, was completed. Access to the shares took place on the same day as the acquisition date and HC21 is consolidated from this date. The initial purchase price was EUR 240m, 74 percent of which was paid in cash, financed through existing and expanded credit facilities, and approximately 26 percent was paid for using 4,089,742 newly issued class B shares in AddLife. An additional cash consideration of a maximum of EUR 5m may become payable to the management by 2024 at the latest, based on the financial results achieved by the business through 2023.
Acquisition analyses for VOG and HC21 are being prepared and preliminary acquisition analyses will be provided as of the second quarter of 2021.
Pro forma 2020 financial statements
Below are the pro forma figures for AddLife for the 2020 financial year including the acquisitions of VOG and HC21. The accounts are prepared under the assumption that both companies were fully owned throughout the 2020 financial year. The amounts included for VOG and HC21 respectively refer to unaudited figures for the 2020 financial year and have been adjusted to reflect normalised operations without one-off restructuring costs, Covid-19 related sales, change in distribution business and interest on shareholder loans. The figures do not include any synergies or transaction costs. Moreover, IFRS 16 Leases was not taken into account for the acquired companies in the pro forma balance sheet and income statement. Amortisation of acquisition-related intangible assets and acquisition-related financing costs have been estimated. The balance sheet has been restated to reflect acquisition-related intangible assets and accrued liabilities to credit institutions related to the acquisitions. In calculating earnings per share, the two new issues completed in connection with the acquisitions were taken into account.
|Income statement||AddLife 2020||Proforma 2020|
|Cost of sales||-3,455||-4,790|
|Other external costs||-1,146||-1,998|
|Financial income and expenses||-13||-65|
|Profit after financial items||659||761|
|Profit for the period||520||605|
|Earnings per share before dilution||4.63||4.98|
|Average number of outstanding share, ’000||112,127||121,578|
|Balance sheet||AddLife 2020||Proforma 2020|
|Other non-current assets||454||546|
|Interest bearing liabilities||916||4,218|
|Non-interest bearing liabilities||1,344||2,020|
|TOTAL EQUITY AND LIABILITIES||4,150||9,695|
|Financial net liabilities||700||3,897|
|Net debt/equity ratio||0.4||1.1|
|Financial net liabilities/EBITDA||0.7||3.0|