AEG 21604 G Manual do Utilizador descarregar pdf (Página 267)

F-26

In the consolidated statement of financial position of the Group at December 31, 2009 the Lannion assets and

liabilities were aggregated and separately shown as assets/liabilities held for sale. In these condensed consoli-

dated interim financial statements the Lannion assets and liabilities are included within the relevant captions of

the condensed consolidated statement of financial position as the activity is now reported as continuing opera-

tions. The balance sheet comparatives at December 31, 2009 have not been restated as the decision to re-

integrate Lannion into the continuing operations was taken after December 31, 2009.

7. Acquisition of AEG Power Solutions BV

On 10 September 2009, the Company acquired 100% of AEG Power Solutions BV (“AEG PS”). The transaction

was structured so that the AEG PS shareholders contributed their shares and options in AEG Power Solutions to

Power Solutions Holdings BV (“PSHBV”). The Company acquired PSHBV thereby acquiring all shares in AEG

Power Solutions. At the same time all outstanding options in AEG PS were deemed exercised and cancelled.

PSHBV subsequently merged with and was absorbed into Germany1 Acquisition BV (“G1BV”) a wholly owned

subsidiary of the Company.

AEG PS is engaged in the design, developments, manufacture, marketing, sales and distribution of AC Power

Control systems, AC and DC power systems for a variety of industrial and communication applications.

Purchase Price Consideration

The following summarises the major classes of consideration transferred, and the recognised amounts of assets

acquired and liabilities assumed at the acquisition date:

In millions of euro 2009

Base cash consideration ................................

.......

200.000

Share consideration................................

..............

187.288

Cash and working capital consideration ad-

justment................................

................................

22.498

Total purchase price consideration

..................

409.786

Contingent Consideration

The Company agreed to pay the former shareholders of AEG PS an additional consideration of maximum €25

million in cash and a maximum of 2.5 million in class A and class B shares on a 50/50 basis subject to the

achievement of certain adjusted EBITDA targets for each of the years 2009, 2010 and 2011. Based on actual

results for 2009 and projections for 2010 and 2011, the Board of Directors consider that the earn-out will proba-

bly not be achieved for any of the years in question. Accordingly, both the cash and share elements of the earn-

out have been excluded from the determination of the purchase price for the acquisition of AEG PS.

Should this contingent consideration become probable the amount of the purchase price and goodwill will be

adjusted.

Under the terms of the earn-out, the Company or any of its subsidiaries may not undergo a change of control

during the earn-out period without, either (a) prior written consent from Ripplewood or (b) the Company first

paying all outstanding amounts of the earn-out that could become due and payable.

Transaction expenses related to the acquisition

In accordance with IFRS 3 (2004) transaction costs directly attributable to the acquisition in 2009 were included

in the cost of the acquisition. The Company incurred acquisition-related costs of €4.2 million primarily relating

to external legal fees and due diligence costs. The aggregate cost of the acquisition is therefore €414.0 million.

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