Acquisitions 2012
Hamworthy plc
On 31 January 2012 Wärtsilä acquired all the shares of and obtained control of Hamworthy plc, listed on the London Stock Exchange-AIM, through a recommended cash offer.

The total consideration of the transaction was EUR 456 million, 825 pence in cash for each Hamworthy share.
Hamworthy is a global provider of specialist equipment and services to the marine, oil & gas and industrial sectors. The acquisition of Hamworthy will enable Wärtsilä to strengthen its position as a total solutions provider, and to be the most valued partner for its customers with a complete range of products, integrated solutions, and services to the marine and offshore industries. The combination of Wärtsilä’s and Hamworthy’s strengths will speed up and ease the means for customers to reduce operating costs and achieve compliance with environmental legislation.
The following tables summarise the consideration paid for Hamworthy, the cash flow from the acquisition and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date.
Total consideration MEUR
Cash 456
Total consideration transferred 456
Cash flow from the acquisition MEUR
Consideration paid in cash 456
Cash and cash equivalents of the acquired companies -67
Total cash flow from the acquisition 389
The assets and liabilities arising from the acquisition MEUR
Intangible assets 118
Property, plant and equipment 19
Inventories 91
Trade and other receivables 81
Cash and cash equivalents 67
Total assets 376
Provisions 33
Trade payables and other liabilities 156
Deferred tax liabilities 35
Total liabilities 221
Total net assets 152
Goodwill 304
The fair values of acquired identifiable intangible assets at the date of acquisition (including technology, customer relationships and trademarks) amounted to EUR 116 million.

The fair value of current trade receivables and other receivables is approximately EUR 81 million and includes trade receivables with a fair value of approximately EUR 49 million. The fair value of trade receivables does not include any significant risk.
The goodwill of EUR 304 million reflects the value of know-how and expertise in marine, oil & gas and industrial sectors. The combined resource and competence base creates an exciting platform for long term growth in the offshore, marine gas and environmental solutions markets to the benefit of shareholders, customers and employees alike. The goodwill recognised for Hamworthy is not tax deductible.
The Group incurred during 2012 acquisition-related costs of EUR 3 million related to external legal fees and due diligence costs. The costs have been included in the other operating expenses in the consolidated statement of income. The total acquisition-related costs are EUR 3 million.
In the eleven months to 31 December 2012 Hamworthy contributed net sales of EUR 331 million and operating result of EUR 38 million to the Group’s results. If the acquisition had occurred on 1 January 2012, management estimates that consolidated net sales would have been EUR 4 750 million, and consolidated operating result for the period would have been EUR 482 million. In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2012.
Other acquisitions
On 1 April 2012 Wärtsilä acquired the business of MMI Boiler Management Pte Ltd., a Singapore based company specialising in the service and maintenance of boilers for marine and industrial applications. The purchase price is approximately EUR 3 million resulting in a goodwill of approximately EUR 1 million.


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