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Acquisitions
Transas Group
In May, Wärtsilä acquired 100% of Transas, a global company headquartered in the U.K. Transas is a global market leader in marine navigation solutions that include complete bridge systems, digital products and electronic charts. The company is also a leader in professional training and simulation services, ship traffic control, as well as monitoring, and support.
The following tables summarise the preliminary amounts for the consideration paid for Transas, the cash flow from the acquisition, and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date.
Preliminary consideration MEUR
Consideration transferred 185
Total consideration transferred 185
Preliminary cash flow from the acquisition MEUR
Consideration paid in cash 185
Cash and cash equivalents of the acquired companies -12
Total cash flow from the acquisition 173
Provisional values of the assets and liabilities arising from the acquisition MEUR
Intangible assets 67
Property, plant and equipment 3
Inventories 9
Trade and other receivables 51
Deferred tax assets 2
Cash and cash equivalents 12
Total assets 144
Interest-bearing debt 29
Trade payables and other liabilities 40
Deferred tax liabilities 13
Total liabilities 82
Total net assets 62
Preliminary goodwill 123
The preliminary fair values of acquired identifiable intangible assets at the date of acquisition (including technology, customer relations, and trade marks) amounted to EUR 55 million. The fair value of current trade receivables and other receivables is approximately EUR 51 million. The fair value of trade receivables does not include any significant risk.
The preliminary goodwill of EUR 123 million reflects the value of know-how and expertise in digital marine solutions and services. The acquisition takes Wärtsilä a significant step closer to achieving its mission of enabling sustainable societies with smart technologies. It will also speed delivery on the company’s promise to disrupt the industry by establishing an ecosystem that is digitally connected across the entire supply chain, through applications that are secure, smart and cloud-based.
During 2018 the Group incurred 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 condensed statement of income.
Pro forma
If the acquisition had occurred on 1 January 2018, management estimates that consolidated net sales would have been EUR 3,680 million. The impact in the consolidated operating result would not have been significant. In determining these amounts, management has assumed that the fair value adjustments, which arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2018.
Trident Group and LOCK-N-STITCH Inc.
In February, Wärtsilä acquired 100% of Trident B.V. and LOCK-N-STITCH Inc.
Trident B.V. is a Netherland based company specialised in underwater ship maintenance, inspection, and repair services. With this acquisition, Wärtsilä builds in-house competence, captures the full potential of services’ product synergies, and strengthens its position in the market.
LOCK-N-STITCH Inc. is an American engineering company serving customers within the marine and energy sectors as well as other industries. It specialises in cast iron repairs. The acquisition strengthens Wärtsilä’s service portfolio for customers operating multiple brands.
The following tables summarise the preliminary amounts for the consideration paid, the cash flow from the acquisitions and the amounts of the assets acquired and liabilities assumed recognised at the acquisition dates.
Preliminary consideration MEUR
Consideration transferred 25
Total consideration transferred 25
Preliminary cash flow from the acquisitions MEUR
Consideration paid in cash 20
Contingent consideration 4
Cash and cash equivalents of the acquired companies -1
Total cash flow from the acquisitions 24
Provisional values of the assets and liabilities arising from the acquisitions MEUR
Intangible assets 11
Property, plant and equipment 2
Inventories 1
Trade and other receivables 5
Cash and cash equivalents 1
Total assets 19
Trade payables and other liabilities 3
Deferred tax liabilities 2
Total liabilities 6
Total net assets 14
Preliminary goodwill 11
The preliminary fair values of acquired identifiable intangible assets at the dates of acquisitions (including technology, customer relations, and trade marks) amounted to EUR 11 million. The fair value of current trade receivables and other receivables is approximately EUR 5 million. The fair value of trade receivables does not include any significant risk.
The preliminary goodwill of EUR 11 million reflects the value of know-how and expertise in advanced underwater services.
During 2018, the acquisition-related costs the Group incurred related to external legal fees and due diligence costs were insignificant. The costs have been included in the other operating expenses in the condensed statement of income.
Pro forma
If the acquisitions had occurred on 1 January 2018, management estimates that consolidated net sales would have been EUR 3,643 million. The impact in the consolidated operating result would not have been significant. In determining these amounts, management has assumed that the fair value adjustments, which arose on the dates of acquisitions would have been the same if the acquisitions had occurred on 1 January 2018.

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