4. Purchase and sale of shares in subsidiaries
METRANS a.s., Prague, Czech Republic, acquired 100 % of the shares in CL EUROPORT Sp. z o.o. based in Malaszewicze, Poland, directly by means of a share purchase and transfer agreement dated 16 December 2021 and indirectly with the acquisition of the shares in CL EUROPORT s.r.o. based in Plzen, Czech Republic, by means of a share purchase and transfer agreement dated 16 December 2021. The company’s purpose is to operate a container terminal offering intermodal services relating to the handling of container trains, road transport and container storage. The first-time consolidation of the companies took place on the acquisition date on 4 January 2022. The companies are assigned to the Intermodal segment. Both companies were included in HHLA’s group of consolidated companies as of 31 March 2022.
The following tables depict the consideration transferred for the acquisition of the company and the values of the assets identified, and liabilities acquired, on the date of acquisition:
in € thousand |
|
|
|---|---|---|
Acquisition of 100 % of the shares in CL EUROPORT s.r.o., Plzen/Czech Republic |
|
17,893 |
Acquisition of 20.8 % of the shares in CL EUROPORT Sp. z o.o., Malaszewicze/Poland |
|
4,690 |
Transferred consideration |
|
22,583 |
in € thousand |
|
100 % |
|---|---|---|
Cash and cash equivalents |
|
5,313 |
Property, plant and equipment |
|
17,318 |
Other assets |
|
740 |
Current and non-current liabilities |
|
- 1,463 |
Deferred taxes |
|
- 1,105 |
Fair value of assets and liabilities (identifiable net assets) |
|
20,803 |
Plus derived goodwill |
|
1,780 |
Transferred consideration |
|
22,583 |
The derived goodwill reflects the opportunities for a further expansion and therefore the future development of the container terminal as well as the leveraging of synergies and new entry points for the METRANS Group’s existing network. The goodwill has been allocated to the Intermodal segment, to the cash-generating unit METRANS. It is not anticipated that a portion of the recorded goodwill will be tax deductible.
The fair value of trade receivables amounts to € 520 thousand and is collectable in full.
Between 1 January and 30 June 2022, the acquired business operations contributed to the HHLA Group’s result with revenue of € 3,066 thousand and a profit after tax of € 587 thousand.
With a transfer agreement dated 9 May 2022, METRANS a.s., Prague, Czech Republic, acquired the remaining shares from the minority shareholder in METRANS Rail Profi Austria GmbH, Krems a. d. Donau, Austria, thus increasing its stake from 80.0 % to 100 %. The purchase price for these shares was taken directly to equity in accordance with the entity concept with a corresponding reduction in non-controlling interests.
There were no other significant acquisitions or disposals of shares in subsidiaries in the reporting period.