ANNUAL REPORT 2012

Financials

28. Post balance sheet events


On December 12, 2012 Fiskars signed a definitive agreement to acquire 100% of the shares in Royal Copenhagen A/S and Royal Scandinavian Modern KK Japan from Royal Scandinavia A/S, whose controlling parent company is the Danish private equity group, Axcel. The acquisition date was January 4, 2013. 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.


The acquisition enables Fiskars to consolidate a unique portfolio of leading Scandinavian dining brands, as Royal Copenhagen’s strong heritage in hand-painted dinner service ranges complements Fiskars’ highly respected brands. Upon completion of the transaction, Royal Copenhagen became a part of Fiskars’ Home business area. The acquisition is expected to have a positive effect on Fiskars Group’s EBIT from 2013 onwards.


The acquisition-related costs paid for advisory and valuation services totalled EUR 1.1 million. These costs are included in item "Administration expenses" of the consolidated income statement. The initial accounting for the acquisition is incomplete, and therefore preliminary amounts for identifiable assets acquired and liabilities assumed are disclosed. Goodwill arising from the acquisition is estimated to amount to EUR 28 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 preliminary amounts of identifiable assets acquired and liabilities assumed at the acquisition date, as well as the preliminary amounts of the consideration transferred and arising goodwill:


EUR million
Intangible assets (excluding goodwill) 22.1
Property, plant & equipment 13.0
Financial assets 2.1
Deferred tax assets 11.8
Non-current assets total 48.9


Inventories 7.8
Trade and other receivables 14.6
Cash and cash equivalents 2.7
Current assets total 25.1


Interest bearing liabilities 21.4
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 14.9
Current liabilities total 19.2


Non-controlling interests* 0.8
Net assets 24.3
Consideration transferred 52.3
Goodwill 28.0


The acquired entities will be 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.