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|
|AddVision (Vision Ophthalmology Group GmbH), Germany||April, 2021||700||190||Medtech|
|Healthcare 21 Group, Ireland||April, 2021||1,700||450||Medtech|
|Bio-Connect Group, Netherlands||September, 2021||140||31||Labtech|
|Fischer Medical ApS, Denmark||November, 2021||60||12||Medtech|
|Camanio AB, Sweden||December, 2021||13||18||Medtech|
|Acquisitions accessed after the end of the financial year||Time||Net Sales, SEKm*||Number of employees*||Business area|
|MBA Incorporado S.L, Spain||January, 2022||670||285||Medtech|
|Business from Telia Health Monitoring, Sweden||Q1, 2022||4||8||Medtech|
|* Refers to conditions at the time of acquisition on a full-year basis.|
Seven acquisitions were completed during the financial year, of which two were not assessed by the time of the year end:
On April 7, 2021, all shares was acquired in AddVision (previous Vision Ophthalmology Group), 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 April 8, 2021 and VOG is 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 April 12, 2021, all shares was acquired in 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.
On September 1, 2021, all shares was acquired in Bio-Connect Group, for inclusion in the Labtech business area, with operations in Benelux. Bio-Connect markets and sells a wide-ranging portfolio of leading brands from mainly research-oriented suppliers in Life Science, diagnostics, food, pharma and veterinary. The company has a turnover of approximately EUR 14 million and 31 employees.
On November 1, 2021, all shares was acquired in Fischer Medical ApS to the Medtech business area. Fischer Medical is a distriutor of medical instruments and implants for orthopedic surgery and non-invasive gynecology with operations mainly in Denmark and Sweden. The company has a turnover of approximately SEK 60m and 12 employees.
On December 1, 2021, all shares in Camanio AB, was acquired, for inclusion in the Medtech business area. Camanio is a Swedish digital care technology provider specialising in individual-centred smart solutions for home care. The company reported net sales of approximately SEK 13 million in 2020 and has 18 employees.
On December 20, 2021, an agreement was signed to acquire the operations from Telia Health Monitoring to the Medtech business area. Telia Health Monitoring develop and provides a digital platform solution that enables self-monitoring by patients with chronic diseases. The business, with sales of SEK 4m, and its 8 employees, will be integrated into Camanio. Completion is expected to take place in the first quarter of 2022.
On December 22, 2021, an agreement was signed to acquire all the shares in MBA Incorporade S.L, a leading Spanish orthopaedic and trauma surgery business. MBA is acquired from Atlanta Private Equity, which owns approximately 75 percent, and a number of minority shareholders, which own 25 percent. The total purchase price for the equity amounts to EUR 111 million in cash and is being financed through extended credit facilities. MBA will operate as a separate subgroup and will be part of the Medtech business area. The acquisition was completed and the shares accessed on January 20, 2022. MBA has annual net sales of approximately SEK 670m and 285 employees.
The effect of the acquisitions completed during the financial year on the AddLife Group's net sales was SEK 1,750m, on EBITA SEK 211m, on operating profit SEK 73m and on profit after tax for the interim period SEK 26m. Had the acquistions, been completed on January 1, 2021, their impact would have been aproximately SEK 2,530m on net sales, on EBITA SEK 309m and on operating profit SEK 112m and SEK 48m on profit after tax.
The fair value of not yet paid contingent consideration for acquisitions made during the interim period is calculated to SEK 258m, which is approximately 91 percent of the maximum outcome. The outcome depends on the results achieved in the companies and has a set maximum level. An additional contingent consideration of SEK 6m has been paid during the interim period regarding the acquisition of Euroclone during year 2020.
According to the preliminary and determined acquisition analyses, the assets and liabilities included in the acquisitions carried out during the financial year 2021 were as follows:
|Fair value||AddVision||Healthcare 21 Group||Other acquisitions||Total|
|Intangible non-current assets||821||890||256||1,967|
|Other non-current assets||54||163||2||219|
|Other current assets||203||267||59||529|
|Deferred tax liability/tax asset||-163||-157||-47||-367|
|Acquired net assets||779||645||234||1,658|
|Less: cash and cash equivalents in acquired businesses||-67||-47||-26||-140|
|Less: Consideration paid with shares||-1,004||-802||-||-1,806|
|Contingent consideration not yet paid||-187||-46||-39||-272|
|Effect on the Group’s cash and cash equivalents||755||1,752||332||2,839|
|¹ The consideration is stated excluding acquisition expenses.|
The goodwill resulting from the acquisitions is attributable to expectations that the Group's position in the market in question for each acquisition will grow stronger and to the knowledge accumulated in the companies acquired. Fair value on shares being part of the purchase price has been decided based on average share price during an agreed measurement period. Transaction costs for the acquisitions totalled SEK 56m and are recognised as selling expenses. Revaluation of liabilities for contingent consideration added costs of SEK 6m during the interim period, which is recognised as other operating costs.