ANNUAL REPORT 2013

FINANCIALS

4. Acquisitions and divestments


2013

Acquisition of Royal Copenhagen

On January 4, 2013 Fiskars acquired 100% of the shares in Royal Copenhagen A/S and Royal Scandinavian Modern KK Japan from Royal Scandinavia A/S, whose controlling parent company was the Danish private equity group, Axcel. The total consideration payable (debt-free enterprise value) for the shares was DKK 490 million, equaling approximately EUR 66 million, less net debt and working capital adjustments as per closing of the transaction. The transaction was financed using Fiskars' existing credit programs.


Upon completion of the transaction, Royal Copenhagen became a part of Fiskars' Home business area. As of the acquisition date, the consolidated statement of comprehensive income for 2013 includes EUR 73 million of net sales and EUR 5 million of profit for the financial year.


The acquisition-related costs paid for advisory and valuation services have totalled EUR 1.2 million, of which EUR 1.1 million were expensed in 2012 and EUR 0.1 million in Q1 2013. These costs have been included in item "Administration expenses" of the consolidated income statement. Goodwill arising from the acquisition amounted to EUR 27.4 million, and is related to Fiskars' strengthening position in the Nordic countries, as well as in Asia, where Royal Copenhagen ranks among the leading brands selling premium dining products. Goodwill will not be deductible for income tax purposes.


The following table summarises the final amounts of identifiable assets acquired and liabilities assumed at the acquisition date, as well as the final amounts of the consideration transferred and arising goodwill:


EUR million
Intangible assets (excluding goodwill) 22.1
Property, plant & equipment 10.9
Financial assets 4.2
Deferred tax assets 11.8
Non-current assets total 48.9


Inventories 7.9
Trade and other receivables 14.5
Cash and cash equivalents 2.7
Current assets total 25.1
Interest-bearing liabilities 19.9
Non-interest-bearing liabilities 1.5
Deferred tax liabilities 5.5
Pension liability and provisions 2.8
Non-current liabilities total 29.7


Interest-bearing liabilities 4.3
Trade payables and other current liabilities 14.5
Current liabilities total 18.9


Non-controlling interests* 0.8
Net assets 24.6
Consideration transferred 52.0
Goodwill 27.4


The acquired entities were consolidated to the consolidated financial statements as of January 4, 2013.


* Non-controlling interests are measured at the non-controlling interest's proportionate share of the acquiree's identifiable net assets.


Divestment of UK Sankey business

On December 31, 2013, Fiskars sold its UK garden container, propagation and water storage business, Sankey, and the related manufacturing assets, to Strata Products Ltd. The divestment is a part of Fiskars’ EMEA 2015 restructuring program, which aims to optimise the company’s supply chain and align sales units with the company’s operating model. The Sankey business had a turnover of EUR 8.5 million in 2013.



2012

Sale of part of Wärtsilä shares

In April 2012, Fiskars’ subsidiary Avlis AB sold 2.1% of the shares in Wärtsilä to Investor at a price of EUR 30.90 per Wärtsilä share, totaling approximately EUR 126.8 million. Fiskars holding in Wärtsilä amounts to 13.0% of the shares and votes. Wärtsilä will continue to form one of Fiskars’ reported operating segments and to be treated as an associated company, as Fiskars considers that it continues to have a significant influence in Wärtsilä.



In 2012 there were no acquisitions.