Note 6 Business combinations
2020
Acquistion of Nordic paving and mineral aggregates operations
On July 4, 2019 Peab signed a contract to acquire YIT’s paving and mineral aggregates operations in the Nordic region. The transaction was conditional on approval from competition authorities as well as the fulfillment of certain contractual conditions. At the end of March 2020 the transaction was approved by the competition authorities. The take over took place on April 1, 2020. Through the acquisition Peab expands its presence in Sweden, Norway and Finland and become established in the paving business in Denmark and this gives Peab a unique and market leading position in this business in the Nordic region. The acquisition also entails taking over some 2,000 employees, some 200 strategically located quarries along with 63 production asphalt plants in the Nordic region. The operations are primarily integrated into the companies Peab Asfalt and Swerock. For the paving business this entails establishing operations in Finland and Denmark. It also provides conditions for further expansion and development in other operations such as Recycling and Concrete.
The transaction is a combination of a share purchase and an asset deal. The total transferred remuneration from Peab was SEK 3,184 million, divided into SEK 2,438 million in transferred remuneration for shares and assets as well as SEK 746 million in redemption of shareholder loans to the seller.
During the nine months the acquisition has been part of the Group it has contributed by SEK 5,891 million to Group income and SEK 222 million to profit for the period (including financing costs and depreciation of surplus values but not including acquisition costs and transfer tax in Finland). If the acquisition had taken place on January 1, 2020 it would have contributed by SEK 6,197 million to Group income and SEK -26 million to profit for the year (including financing costs and depreciation of surplus values but not including acquisition costs and transfer tax in Finland). Acquisition costs and transfer tax in Finland were SEK 95 million, of which SEK 40 million were reported in 2019. The costs are recognized as sales and administration costs and in the cash flow analysis in current operations.
The acquisition analysis was approved during the fourth quarter 2020. The difference between the preliminary acquisition analysis and the approved analysis is that intangible assets have been reduced by SEK 68 million and tangible assets have increased correspondingly. Other differences are not consequential.
Effects of the acquisition of Nordic paving and mineral aggregates operations
The acquired companies' net assets at the time of acquisition:
| MSEK | 2020 | |
| Mkr | 2020 | |
| Intangible assets | Immateriella anläggningstillgångar | 211 |
| Tangible assets | Materiella anläggningstillgångar | 1,631 |
| Other financial assets | Övriga finansiella anläggningstillgångar | 71 |
| Deferred tax recoverables | Uppskjutna skattefordringar | 158 |
| Inventories | Varulager | 695 |
| Accounts receivable and other receivables | Kundfordringar och övriga rörelsefordringar | 359 |
| Liquid funds | Likvida medel | 59 |
| Interest-bearing liabilities (leases) | Räntebärande skulder (leasing) | -361 |
| Shareholder loan to the selling company (acquired receivables) 1) | Ägarlån till säljande bolag (förvärvade fordringar) 1) | -746 |
| Deferred tax liabilities | Uppskjutna skatteskulder | -57 |
| Provisions | Avsättningar | -371 |
| Accounts payable and other current liabilities | Leverantörsskulder och övriga rörelseskulder | -608 |
| Net identifiable assets and liabilities | Netto identifierbara tillgångar och skulder | 1,041 |
| Group goodwill | Koncerngoodwill | 1,397 |
| Consideration transferred | Överförd ersättning | 2,438 |
Settled consideration
| MSEK | 2020 | |
| Mkr | 2020 | |
| Liquid funds | Likvida medel | 2,438 |
| In addition redemption of shareholder loans to the selling company | Tillkommer lösen av aktieägarlån till säljande bolag | 746 |
| Total settled consideration | Totalt reglerad ersättning | 3,184 |
Goodwill
The goodwill recognized for the acquisition represents a strong market position, establishment on new markets, synergies with existing operations, further expansion and development of other operations such as Recycling and Concrete as well as a well functioning organization. SEK 80 million of acquired goodwill is tax deductible.
Intangible assets
Intangible assets were SEK 211 million and consist primarily of SEK 140 million in acquired customer contracts with an useful life of 1-2 years as well as SEK 68 million in acquired rights of use for gravel and rock quarries with an expected useful life of 10 years.
Acquired receivables
The fair value of accounts receivable amounts to SEK 172 million. The gross amount of the receivables amounts to SEK 178 million, of which SEK -6 million is not expected to be settled.
Provisions
Provisions amounted to SEK 371 million and refer mainly to restoring gravel and rock quarries, guarantee costs and remediation.
Other acquisitions
An asset acquisition of Burlöv Municipality’s operation and maintenance operations took place in 2020. The acquisition in 2020 individually had no material acquisition effects from the Group’s perspective and information on acquisition effects is given collectively. In the period after the acquisition the operation contributed by SEK 13 million to Group revenue and SEK 0 million to Group profit in 2020. If the acquisition had occurred on January 1, 2020, the effect of this acquisition on Group revenue would have been SEK 14 million and SEK 0 million on profit for the year.
Total effects of acquisitions in 2020
The acquisitions’ effects on Group assets and liabilities are shown below.
Goodwill primarily consists of human resources and future synergy effects regarding common systems and shared resources which do not meet the criteria for recognition as intangible assets at the time of acquisition.
Total transferred compensation amounted to SEK 3,189 million.
During the year assets have also been acquired through share acquisitions (asset acquisitions that are not business combinations) which resulted in a cash flow of SEK -147 million and primarily refer to project and development properties with development rights in Sweden and Norway.
The acquired companies’ net assets at the time of acquisition:
| MSEK | 2020 | 2019 | |
| Mkr | 2020 | 2019 | |
| Intangible assets | Immateriella anläggningstillgångar | 211 | – |
| Tangible assets | Materiella anläggningstillgångar | 1,636 | 23 |
| Other financial assets | Övriga finansiella anläggningstillgångar | 71 | – |
| Deferred tax recoverables | Uppskjutna skattefordringar | 158 | 3 |
| Project and development properties and inventories | Projekt- och exploateringsfastigheter samt varulager | 695 | 2 |
| Accounts receivable and other receivables | Kundfordringar och övriga rörelsefordringar | 359 | 0 |
| Liquid funds | Likvida medel | 59 | 0 |
| Interest-bearing liabilities | Räntebärande skulder | -361 | -12 |
| Shareholder loan to the selling company (acquired receivables) 1) | Ägarlån till säljande bolag (förvärvade fordringar) 1) | -746 | – |
| Deferred tax liabilities | Uppskjutna skatteskulder | -57 | -5 |
| Provisions | Avsättningar | -371 | – |
| Accounts payable and other current liabilities | Leverantörsskulder och övriga rörelseskulder | -608 | -4 |
| Net identifiable assets and liabilities | Netto identifierbara tillgångar och skulder | 1,046 | 7 |
| Previous value of share in joint venture | Tidigare andelsvärde i joint venture | – | 12 |
| Group goodwill | Koncerngoodwill | 1,397 | 3 |
| Consideration transferred | Överförd ersättning | 2,443 | 22 |
Settled consideration
| MSEK | 2020 | 2019 | |
| Mkr | 2020 | 2019 | |
| Liquid funds | Likvida medel | 2,443 | 22 |
| In addition redemption of shareholder loans to the selling company | Tillkommer lösen av aktieägarlån till säljande bolag | 746 | – |
| Total settled consideration | Totalt reglerad ersättning | 3,189 | 22 |
Acquisitions after the balance sheet date
No substantial acquisitions have been made during 2021 as of the presentation of these financial reports.
2019
In 2019 Peab acquired 100 percent of the shares in Peab Asfaltfräsning AB. The company is active in South and Central Sweden, particularly in Kronoberg County and Västmanland County. During the year Peab also acquired the assets of Aktør som bygger AS that does contracting work in North Norway.
The above acquisitions in 2019 individually had no material acquisition effects from the Group’s perspective and information on acquisition effects is given collectively.
In the period after acquisition the above subsidiaries and operations contributed by SEK 178 million to Group revenue and SEK 6 million to Group profit in 2019. If the acquisitions had occurred on January 1, 2019, the combined effect of these acquisitions on Group revenue would have been SEK 206 million and SEK 6 million on profit for the year.
The remaining 40 percent of the shares in AB Smidmek Eslöv were also acquired in 2019. The company was already 100 percent consolidated through application of the Anticipated acquisition method, since there was a put/call option for the acquisition of the remaining shares.