Overview
Report of the
Executive Board
Report of the
Supervisory Board
Financial statements
Other information
In millions of EUR*
Trade and other current liabilities
455
Liabilities assumed
1,862
Total net identifiable assets
4,114
Consideration paid in cash for the transaction on 15 November 2012
3,584
Fair value of previously held equity interest in the acquiree
2,975
Non-controlling interests
797
Settlement of pre-existing relationship
(5)
Net identifiable assets acquired
(4,114)
Goodwill on acquisition (provisional)
3,237
Amounts were converted to euros at the rate of EUR/SGD1.5622 for the statement of financial position
The majority of the goodwill has been allocated to the Asia Pacific region and it is attributable to a number of factors such as the future growth platform
and synergies that can be achieved. To properly account for the currency impact (in accordance with IAS21) on goodwill, the provisional amount of
EUR2.757 million allocated to the Asia Pacific region is held in the following currencies. In alphabetical order; Chinese Yuan Renminbi (CNY), Indonesian
Rupiah (IDR), Mongolian Tugrik (MTN), New Zealand Dollar (NZD), Papua New Guinea Kina (PGK), New Solomon Island Dollar (SBD), Singapore Dollar
(SGD), Vietnamese Dong (VND), New Caledonian Franc (XPF) and Cambodia in USD. The remaining part of the provisional goodwill (EUR480 million)
has been allocated to the Heineken Global Commerce cash-generating unit ('CGU') in Head office and Others and reflects the benefit to HEINEKEN for
safeguarding the position of Heineken® as a global brand and future royalty streams.
Prior to the acquisition, HEINEKEN accounted for its investment in the Acquired Businesses with a three-month delay with any identified specific large,
material events being recognised immediately. At the acquisition date, HEINEKEN discontinued the use of equity method accounting. Included within
the revaluation gain of the PHEI is the catch up on the three-month lagging period. This gain amounts to EUR23 million and is embedded within the
PHEI gain presented as Other Income.
The Acquired Businesses contributed revenue of EUR287 million and results from operating activities of negative EUR9 million (including the reversal
of the EUR76 million fair value lift up on inventory) for the six-week period from 15 November 2012 to 31 December 2012. Amortisation of identified
intangible assets for the six-week period amounts to EUR24 million. Had the acquisition occurred on 1 lanuary 2012, pro-forma revenue and pro-forma
results from operating activities for the 12-month period ended 31 December 2012 would have amounted to EUR1.698 million and EUR159 million,
respectively. The pro-forma amortisation of identified intangible assets would have amounted to EUR191 million. This pro-forma information does not
purport to represent what HEINEKEN's actual results would have been had the acquisition actually occurred on 1 lanuary 2012, nor are they necessarily
indicative of future results of operations. In determining the contributions, management has assumed that the fair value adjustments that arose on
the date of the acquisition would have been the same as if the acquisition had occurred on 1 lanuary 2012.
Acquisition-related costs of EUR28 million have been recognised in the income statement for the period ended 31 December 2012.
In accordance with IFRS 3R, the amounts recorded for the Transaction are provisional and are subject to adjustments during the measurement period if
new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement
of the amounts recognised as of that date.
Other Acquisitions
During 2012 HEINEKEN completed transactions to increase its shareholding in Brasserie Nationale d'Haiti S.A. ('BraNa'), the country's leading brewer,
from 22.5 per cent to 95 per cent. HEINEKEN also acquired 100 per cent of the Belgian cider innovation company Stassen in 2012.
The acquisition of BraNa and Stassen contributed revenue of EUR113 million, results from operating activities of EUR19 million (EBIT) and amortisation
of identified intangible assets amounts to EUR nil million.
The following summarises the major classes of consideration transferred, and the recognised provisional amounts of assets acquired and liabilities
assumed at the acquisition date of BraNa and Stassen.
Heineken N.V. Annual Report 2012
97
