Note 2 – Business combinations

Acquisition 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 an asset deal and a share purchase. 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 period (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 in 2020

The acquired companies' net assets at the time of acquisition:

Group‚ MSEK
Koncernen, Mkr
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 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 2) Överförd ersättning 2) 2,438
1) Acquired receivables are recognized at the seller’s nominal value and is settled in Peab against acquired liabilities for the corresponding amount 1) Förvärvade fodringar redovisats till säljarens nominella värde och avräknas i Peab mot förvärvade skulder till motsvarande belopp
2) Cash 2) Kontant 2,438
Additional shareholder loans to the selling company Tillkommer aktieägarlån till säljande bolag 746
 

 

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

During the period other minor acquisitions have been made by the Peab Group but since these are not material no information about them is provided.

Goodwill

Group‚ MSEK
Koncernen, Mkr
Opening acquisition value Ingående anskaffningsvärde 1,875
Purchases through acquired companies Inköp via förvärvade företag 1,397
Sales through acquired companies Försäljning via sålda bolag -20
Disposals Utrangeringar -15
Exchange rate differences Valutakursdifferens -145
Closing accumulated acquisition value Utgående ackumulerade anskaffningsvärde 3,092
Opening write-downs Ingående nedskrivningar -39
Sales through acquired companies Försäljning via sålda bolag 20
Disposals Utrangeringar 15
Write-downs for the year Årets nedskrivningar -20
Closing accumulated write-downs Utgående ackumulerade nedskrivningar -24
Closing recognized value Utgående redovisat värde 3,068