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F. Acquisitions after the reporting period

On April 8, 2015, effective as of April 1, 2015, voestalpine Bahnsysteme Vermögensverwaltungs GmbH and Grant Prideco European Holding LLC rewrote almost every existing contractual agreement relating to the control and management structure of voestalpine Tubulars GmbH & Co KG. At the same time, it was agreed to increase the shares of the voestalpine Bahnsysteme Vermögensverwaltungs GmbH in the managing general partner of the GmbH from 50.0% to 57.5%.

The company is presented in the current consolidated financial statements as a joint venture between Grant Prideco European Holding LLC (subsidiary of the U.S.-based group National Oilwell Varco, Inc. with expertise in the segments drill pipes and premium pipe couplings) and voestalpine Bahnsysteme Vermögensverwaltungs GmbH which, through its subsidiary voestalpine Stahl Donawitz GmbH, has applicable steel expertise and can prepare the pre-material necessary for the high quality demands. The headquarters and production location of voestalpine Tubulars GmbH & Co KG is located in Kindberg, Austria. The company has sales offices in the US and in the Near East.

As a result of the basic reworking of the key contractual agreements connected to the clear shifting of the general partner’s share ownership in the GmbH, starting from April 2015 the situation of control in accordance with IFRS 10.6 will be fulfilled, since operating control is thereby possible in accordance with the interests of voestalpine.

This includes control over the budget (in the sense of setting the controlling operating conditions for management), including the supply of intermediate materials, tax and financial policy, and fundamental marketing activities. With the changes of the contractual agreements, voestalpine Bahnsysteme Vermögensverwaltungs GmbH will in future be able to implement all essential operating affairs in its interest, both in the management board and in the supervisory board (in connection with the decisive vote cast by the chairman).

Because the agreements were made after the reporting date, due to time constraints and in accordance with IFRS 3, these items are to be considered provisional: property, plant and equipment, intangible assets, inventories, and provisions—and consequently the item of goodwill.

The fair values of the identifiable assets and liabilities of voestalpine Tubulars GmbH & Co KG are expected to be as follows when control is extended (effective in the business year 2015/16):

 

 

Recognized values

 

 

 

Non-current assets

 

232.1

Current assets

 

212.8

Non-current provisions and liabilities

 

–80.3

Current provisions and liabilities

 

–77.7

Net assets

 

286.9

Addition of non-controlling interests

 

–143.5

Goodwill

 

67.2

Costs of acquisition

 

210.6

Cash and cash equivalents acquired

 

–0.4

Fair value of investments of previously recognized joint ventures

 

–198.3

Non-cash compensation

 

–12.3

Net cash inflow

 

–0.4

 

 

 

 

 

In millions of euros

The goodwill of EUR 67.2 million results from the profit potential of the company, which cannot be allocated to individual capitalizable items according to IFRS, in particular the extensive technical expertise and the excellent sales expertise of the employees. The goodwill is assigned completely to the “Tubulars” unit, which carries the goodwill. It is not expected that any parts of the included goodwill will be eligible for corporate tax deductions.

Prior shares are included as a joint venture using the equity method. Directly before control is achieved, the prior shares will be reassessed at fair value. This will result in proceeds of EUR 125.0 million, which will be considered as income in the consolidated financial statements of the business year 2015/16. Using the hidden reserves will result in an expense of EUR 41.9 million in the business year 2015/16.

As part of the acquisition, the following are being taken over at fair value: trade receivables—EUR 46.3 million (gross carrying amount EUR 46.3 million); receivables from finance and clearing—EUR 56.9 million (gross carrying amount EUR 56.9 million); and other receivables—EUR 8.0 million (gross carrying amount EUR 8.0 million). The amount of receivables that are expected to be uncollectible can be considered immaterial.

Effective April 1, 2015, the basic rewriting of the key contractual agreements concerning CNTT Chinese New Turnout Technologies Co., Ltd. now reflects the factual control in accordance with IFRS 10.6. 50% of CNTT Chinese New Turnout Technologies Co., Ltd. is held by two voestalpine companies. Because of the prior alternating nomination right for the CEO (between the joint venture partner and voestalpine), who had the power of decision in essential matters, CNTT Chinese New Turnout Technologies Co., Ltd. was previously treated as a company under joint control and, until March 31, 2015, included in the voestalpine consolidated financial statements using the equity method. Because of a change in the articles of association, from now on the “Board of Directors” will have decision-making power; this board has a majority of representatives from voestalpine. Consequently, starting April 1, 2015, CNTT Chinese New Turnout Technologies Co., Ltd. will be fully consolidated.

The fair value of the identifiable assets and liabilities of CNTT Chinese New Turnout Technologies Co., Ltd. is expected to be as follows when control is achieved (effective in the business year 2015/16):

 

 

Recognized values

 

 

 

Non-current assets

 

24.1

Current assets

 

82.3

Non-current provisions and liabilities

 

–1.5

Current provisions and liabilities

 

–46.1

Net assets

 

58.8

Addition of non-controlling interests

 

–29.4

Goodwill

 

0.2

Costs of acquisition

 

29.6

Cash and cash equivalents acquired

 

–23.9

Fair value of investments of previously recognized joint ventures

 

–29.6

Net cash inflow

 

–23.9

 

 

 

 

 

In millions of euros

The goodwill of EUR 0.2 million results from the profit potential of the company, which according to IFRS cannot be allocated to individual capitalizable items. The goodwill is assigned completely to the “Turnout Systems” unit, which carries the goodwill. It is not expected that any parts of the included goodwill will be eligible for corporate tax deductions.

Prior shares are included as a joint venture using the equity method. Directly before control is achieved, the prior shares will be reassessed at fair value. This will result in proceeds of EUR 12.2 million, including a recycling of currency translation differences, which will be considered as income in the consolidated financial statements of the business year 2015/16. Using the hidden reserves will result in a depreciation of EUR 3.6 million in the business year 2015/16.

As part of the acquisition, the following are taken over at fair value: trade receivables—EUR 23.3 million (gross carrying amount EUR 23.3 million); and other receivables—EUR 0.1 million (gross carrying amount EUR 0.1 million). The amount of receivables that are expected to be uncollectible can be considered immaterial.

About voestalpine

The voestalpine Group is a steel-based technology and capital goods group that operates worldwide. With its top-quality products, the Group is one of the leading partners to the automotive and consumer goods industries in Europe and to the oil and gas industries worldwide.

Facts

50 Countries on all 5 continents
500 Group companies and locations
48,100 Employees worldwide

Earnings FY 2014/15

€ 11.2 Billion

Revenue

€ 1.5 Billion

EBITDA

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