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ACQUISITION OF ASSETS AND ACTIVITIES OF STRABAG WASSERBAU
5.2
On 31 March 2016 the Group obtained control of the German dredging activities of STRABAG
Wasserbau GmbH (hereinafter referred to as: ‘the STRABAG business’) by means of an asset purchase
agreement and payment of the agreed purchase price. Through this transaction the Group acquired
relatively new vessels, equipment and related personnel, as well as a few small maintenance contracts. This
transaction is classified as a business combination and is included as such in the consolidation.
The acquisition of the STRABAG business strengthens the fleet and market position of the Dredging & Inland
Infra division. Also, the acquisition of the STRABAG business creates opportunities for synergies and cost
savings.
As from 31 March 2016 the STRABAG business contributed EUR 8.7 million to the (consolidated) revenue
of the Group, which comprises the revenue from the maintenance contracts acquired. The vessels have
operated on contracts of the Group. The acquisition has resulted in a positive impact of approximately
EUR 3.0 million including the gain from the bargain purchase (see below) and expenses resulting from the
integration of the STRABAG business in the Group which is included in the segment result under Dredging
& Inland Infra. Had the Group acquired the STRABAG business at the beginning of the year, management
estimates that this would not have had an (additional) material impact on the consolidated revenue and
result over 2016.
These amounts do not include the transaction costs related to the acquisition.
Consideration paid
The consideration paid amounted to EUR 70.7 million in cash.
Identifiable assets acquired and liabilities assumed
As a result of the acquisition, the following identifiable assets were acquired and liabilities assumed:
At 31 March 2016
Property, plant and equipment
82,371
Inventory
693
Current liabilities
- 1,388
Net amount of identified assets acquired and liabilities assumed
81,676
The purchase price allocation and valuation of identified assets acquired and liabilities assumed was
finalized in the fourth quarter 2016 as an external vessel valuator determined the fair value of the
individual vessels (property, plant and equipment) based on the market approach.
Bargain purchase
The business combination resulted in a gain on acquisition, recognized in Other income in the statement of
profit or loss, because the net amount of assets acquired and liabilities assumed is higher than the
consideration paid. A gain was expected given the agreement with the seller on the expenses to be borne
by Boskalis that do not qualify as an assumed liability under IFRS at 31 March 2016. Before recognizing
the gain, the Group reassessed the completeness of assets identified and liabilities assumed, and also
reassessed the underlying assumptions and measurement techniques.
At 31 March 2016
Total consideration paid at 31 March 2016
70,693
Less: Net amount of identified assets acquired and liabilities assumed
- 81,676
Result from bargain purchase of business combination
- 10,983
A deferred tax liability of EUR 3.5 million was recognized in the statement of profit or loss regarding the
profit relating to the bargain purchase of this business combination amounting to EUR 11.0 million (after
tax: EUR 7.5 million).
Transactions related to the acquisition
The Group incurred costs of EUR 0.1 million for the services of external advisors relating to this transaction.
These costs are included in the consolidated statement of profit or loss in the line ‘Raw materials,
consumables, services and subcontracted work’ and are incorporated in the segment result under Holding
& Eliminations.
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ANNUAL REPORT 2016 – BOSKALIS