89 Goodwill has provisionally been allocated to the America's region and is held in US dollars, Mexican pesos and Brazil reals. The rationale for the allocation is that the acquisition provides access to the Latin American market, cost synergies to be achieved through economies of scale due to the increased size of the operations and deferred taxes and assembled workforce will mostly be between Mexico and the USA. Additionally, the acquisition secures the distribution of FEMSA products in the USA, previously arranged via a 10-year licence agreement. The entire amount of goodwill is not expected to be tax deductible. The consideration transferred in exchange of Heineken N.V. is based on 86,028,019 new Heineken N.V. Shares with a commitment to deliver Allotted Shares over a period of not more than five years from the date of Closing. The Allotted Shares will be delivered to FEMSA pursuant to the Allotted Share Delivery Instrument (ASDI). Simultaneously with the Closing, Heineken Holding N.V. has exchanged 43,018,320 (out of the 86,028,019 new) Heineken N.V. Shares with FEMSA for an equal number of newly issued Heineken Holding Shares. The equity consideration transferred is based on: Heineken N.V. issued shares (based on listed share price of Heineken N.V. and Heineken Holding N.V. of respectively EUR35.18 and EUR30.82 as at 30 April 2010) ASDI, number of shares 29,1"'?,504 (based on listed share price of Heineken N.V. of EUR35.18 as at 30 April 2010). The consideration paid in cash amounting to EUR51 million relates to the working capital adjustment for the period between 1 January and 30 April 2010 as agreed in the Share Exchange Agreement. Between Heineken and FEMSA certain indemnifications were agreed on, that primarily relate to tax and legal matters. Upon acquisition ie indemnification asset amounts to EUR134 million, this asset will subsequently change depending on the corresponding liabilities and amounts to EUR145 million as at 31 December 2010. Indemnification assets are recognised as an asset of the acquirer at the same time and on the same basis as the indemnified items are recognised as a liability. The indemnification asset is considered an eluded element of the business combination. Mexican contingencies will be fully indemnified by FEMSA, Brazilian contingencies, I jwever, are covered by FEMSA for its former share of approximately 83 per cent. Items will only qualify for indemnification if they I ive not been previously disclosed to Heineken, exceed the floor of USD50 million individually, relate to the period prior to acquisition and the total indemnification does not exceed the cap. The indemnification is maximised at USD500 million, excluding items s ributable to Brazilian tax matters. 1 ie fair value of the previously held 17 per cent in Cervejarias Kaiser (Kaiser) is recognised at EUR21 million. The remeasurement to r value of the Group's existing 17 per cent interest in Kaiser resulted in a net loss of EUR4 million that has been recognised in profit loss under other net finance (expenses)/income. on-controlling interests are recognised based on their proportional interest in the recognised amounts of the assets and liabilities the beer operations acquired from of FEMSA of EUR20 million. the net assets acquired Heineken noted trade receivables with a fair value of EUR319 million. The gross amount is EUR365 million, which EUR46 million is considered doubtful. part of business combination accounting contingent liabilities amounting to EUR14 million have been recognised mainly relating change in control provisions in existing contracts and certain onerous contracts. The cash-outflow is expected between one seven years. squisition related costs of EUR24 million have been recognised in profit or loss for the period ended 31 December 2010. ovisional accounting other acquisitions in 2010 iring 2010 several adjustments were made to provisional accounting for acquisitions in the UK and Ireland. Total impact resulted a decrease of goodwill of EUR32 million, of which EUR37 million was received in cash. Goodwill decreased by EUR37 million due the Scottish Newcastle acquisition of 2008 and is caused by adjustments made to the debt allocation agreement with Carlsberg oup. For the other acquisitions in 2009, related to Universal Beverages Limited (UBL Cider Mill) in the UK, the goodwill increased approximately EUR9 million, these adjustments were made within the window period of one year. The remainder goodwill crease of EUR4 million relates to the finalisation of the contingent consideration of Nash Beverages Ltd. in Ireland. •ineken N.V. Annual Report 2010

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 86