3 Business Combinations
Acquisition of H&L Immobilien GmbH
On December 2, 2020, Vonovia SE announced that it had signed a contract concerning the acquisition of a 94.9% stake in H&L Immobilien GmbH (renamed Fjord Immobilien GmbH with an entry in the commercial register being made on February 8, 2021), Kiel, Germany, (“H&L”) via its wholly owned subsidiary Deutsche Annington Acquisition Holding GmbH.
The acquisition date, the time at which Vonovia SE obtained control of H&L, was December 30, 2020. This was the date on which the offer was settled. This transaction shall be treated as a business combination in accordance with IFRS 3.
As part of the purchase price allocation, the consideration transferred for the business combination comprises the following:
in € million |
|
|---|---|
|
|
Net cash purchase price component |
93.2 |
Total consideration |
93.2 |
|
|
The allocation of the total purchase price to the acquired assets and liabilities (PPA) of H&L as of the date of first-time consolidation is based on the financial statements of H&L as of December 31, 2020, and on the known necessary adjustments to the fair values of the assets and liabilities.
The assets and liabilities assumed in the course of the business combination had the following fair values as of the date of first-time consolidation:
in € million |
|
|---|---|
|
|
Investment properties |
123.0 |
Trade receivables |
0.1 |
Cash and cash equivalents |
2.2 |
Fair value of other assets |
0.1 |
Total assets |
125.4 |
Provisions |
0.5 |
Non-derivative financial liabilities |
36.6 |
Deferred tax liabilities |
26.1 |
Fair value of other liabilities |
3.4 |
Total liabilities |
66.6 |
Fair value net assets |
58.8 |
Consideration |
93.2 |
Goodwill |
34.4 |
|
|
There were no changes compared with the preliminary allocation of the total consideration as of December 31, 2020.
The valuation of the investment properties is based on the fair value determination as of December 31, 2020, which was carried out by CBRE on behalf of Vonovia.
The fair value of the loans was determined as the sum of the amounts of future cash flows discounted to the acquisition date using a discounted cash flow (DCF) methodology. The contractually agreed maturities and the interest and repayment schedules were used to determine the future cash flows of the loans. The yield curve used in the DCF calculation to discount the cash flows consists of a risk-free base curve and a premium for the risk of non-performance (“risk spread”).
The goodwill represents synergies from the future integration of H&L, in particular through the shared administration and management of the respective residential units in the North region. It was allocated to the cash-generating unit North business area.
In the 2021 fiscal year, H&L has contributed € 2.5 million to income from property management and € 1.9 million to EBITDA IFRS.
The gross carrying amount of the acquired trade receivables was € 0.4 million. Transaction costs of € 0.0 million have been recognized in connection with the transaction in the 2021 fiscal year.