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| | 40 Acquisitions | |
| | If all the acquisitions had been completed on 1st April 2008 the revenue for the group would have been £7,848.0 million and its profit for the year for continuing operations £173.9 million. | |
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| | BASF automotive and silver paste business | |
| | On 12th March 2009 the group acquired BASF’s automotive enamel and silver paste business for £1.4 million. The fair value of the assets acquired were £0.3 million for customer relationships, £0.5 million for plant and machinery and £0.6 million for inventory. Since it was acquired close to the end of the year, its contribution to the group’s profit for the year was £ nil. It is included in Precious Metal Products. | |
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| | Alfa Aesar China Limited’s minority interest | |
| | On 2nd March 2009 the group acquired the 49% of Alfa Aesar China Limited it did not already own for £5.2 million. This has been accounted for as an equity transaction. | |
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| | Argillon Group acquired in the year ended 31st March 2008 | |
| | On 6th February 2008 the group acquired 100% of the issued share capital of Argillon Group (Argillon). Argillon specialises in catalysts and advanced ceramic materials and sells a range of products into a number of different industries. The goodwill arising was attributable to the synergistic opportunity to take the existing Argillon technology together with Johnson Matthey’s capital resources, technological expertise and commercial teams in businesses across the world, to develop new products to service new markets. There have also been synergies in combining the group and Argillon’s complementary catalyst operations. The acquisition of Argillon adds valuable technology to Johnson Matthey’s existing emission control capabilities for controlling oxides of nitrogen (NOx). As well as products for the heavy duty diesel (HDD) truck market, Argillon manufactures catalysts for power plants, industrial applications and waste incineration plants. These products have application in coal fired power stations to reduce harmful NOx emissions. This could become a major market in a few years’ time as coal is increasingly used to produce electricity and people around the world become more concerned about air quality. The acquisition of Argillon also adds to Emission Control Technologies’ existing business selling NOx control systems for large stationary engines and in marine applications. Johnson Matthey estimates that the HDD catalyst market for mobile applications will grow from approximately US $600 million of sales excluding precious metals in 2008 to US $2.5 billion by the end of 2014 driven by legislation requiring much reduced levels of emissions which is due to come into force over the next five years. Argillon’s products can be used to meet some of these legislative standards but they are more likely to be used in combination with other technology which has been developed by Johnson Matthey. By combining Argillon’s and Johnson Matthey’s technology, testing facilities and global sales capability sales of Argillon’s products are likely to be significantly higher than Argillon could achieve on its own. In addition, in the next decade the board believes there will be significant opportunities for new products for NOx control to meet standards yet to be promulgated given global concerns about air quality and global warming. The combination of Argillon’s and Johnson Matthey’s technology and research and development capabilities should provide significantly better opportunities for developing successful products for these markets than the sum of the two businesses on a stand alone basis. When the accounting records of the Insulators and Alumina businesses were separated from the other Argillon businesses it was found that the carrying amount of the assets and liabilities immediately prior to acquisition had been incorrectly allocated between the businesses. Also, at acquisition it was assumed that the buildings at the German site were to be finance leased to the Insulators and Alumina businesses but this was changed to an operating lease. This changes the fair values at acquisition and the goodwill on acquisition (which was disclosed in last year’s accounts as £72.5 million) and as a result the balance sheet at 31st March 2008 has been restated. The net assets acquired were: | |
| | | | Original carrying amounts under IFRS immediately prior to acquisition £ million | | Original fair value adjustments made in the year ended 31st March 2008 £ million | | Correction to fair value and to 31st March 2008 | | Revised fair value at time of acquisition £ million | For lease £ million | | Other £ million | | Total £ million | | |
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| | Property, plant and equipment | 21.5 | | 9.9 | | 7.6 | | 3.7 | | 11.3 | | 42.7 | | Intangible assets - capitalised software | 0.4 | | - | | - | | - | | - | | 0.4 | | Intangible assets - patents and trademarks | 1.6 | | 6.3 | | - | | - | | - | | 7.9 | | Intangible assets - customer contracts and | | | | | | | | | | | | | relationships | - | | 35.0 | | - | | - | | - | | 35.0 | | Intangible assets - research and technology | - | | 16.6 | | - | | - | | - | | 16.6 | | Intangible assets - capitalised development | 0.4 | | 5.0 | | - | | - | | - | | 5.4 | | Assets classified as held for sale (note 41) | 39.6 | | (0.6) | | (7.6) | | (6.8) | | (14.4) | | 24.6 | | Liabilities classified as held for sale (note 41) | (16.0) | | (8.1) | | 7.6 | | 6.8 | | 14.4 | | (9.7) | | Inventories | 11.5 | | - | | - | | - | | - | | 11.5 | | Trade and other receivables | 22.4 | | 7.7 | | (7.6) | | - | | (7.6) | | 22.5 | | Cash and cash equivalents | 2.3 | | - | | - | | - | | - | | 2.3 | | Current other borrowings | (3.6) | | - | | - | | - | | - | | (3.6) | | Trade and other payables | (26.0) | | - | | - | | (0.8) | | (0.8) | | (26.8) | | Current income tax liabilities | (4.8) | | - | | - | | - | | - | | (4.8) | | Deferred income tax liabilities | (1.1) | | (20.9) | | - | | 0.3 | | 0.3 | | (21.7) | | Employee benefit obligations | (5.1) | | - | | - | | (0.8) | | (0.8) | | (5.9) | | Provisions | (2.8) | | (1.8) | | - | | - | | - | | (4.6) | | |
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| | Total net assets acquired | 40.3 | | 49.1 | | - | | 2.4 | | 2.4 | | 91.8 | | |
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| | | | Goodwill on acquisition | | | | | | | | | | | 70.1 | | | | | | | | | | | | |
| | | | | | | | | | | | | 161.9 | | | | | | | | | | | | |
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| | Satisfied by: | |
| | | | £ million | | |
| | Purchase consideration - cash | 159.4 | | Costs incurred | 2.5 | | |
| | | 161.9 | | |
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| | Net cash outflow arising on acquisition was: | |
| | | | 2009 £ million | | 2008 £ million | | |
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| | Cash consideration and costs | 1.6 | | 160.3 | | Less cash and cash equivalents acquired | - | | 2.3 | | |
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| | Net cash outflow | 1.6 | | 158.0 | | Borrowings acquired | - | | 3.6 | | |
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| | Increase in net debt | 1.6 | | 161.6 | | |
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| | From 6th February 2008 to 31st March 2008 Argillon’s results (excluding the held for sale businesses (note 41) are included in Environmental Technologies and were: | |
| | | | 2008 £ million | | |
| | Operating profit before amortisation of intangible assets recognised on acquisition by Johnson Matthey | 2.9 | | Amortisation of intangible assets recognised on acquisition by Johnson Matthey | (1.8) | | |
| | Profit before tax | 1.1 | | Income tax expense | (0.4) | | |
| | Net profit | 0.7 | | |
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| | Qingdao Johnson Matthey Hero Catalyst Company Limited acquired in the year ended 31st March 2008 | |
| | In September 2007 the group acquired 49% of Qingdao Johnson Matthey Hero Catalyst Company Limited (Hero), a Chinese catalyst company, for £0.2 million and incurred costs of £0.2 million. The group controls Hero and so it is accounted for as a subsidiary. The fair value of the assets acquired were £0.1 million for a customer contract, £0.1 million for plant and equipment and £0.3 million for cash. The minority interest was £0.2 million, giving goodwill of £0.1 million. From acquisition to 31st March 2008 it contributed £0.1 million to the group’s profit for the year and its results are included in Environmental Technologies. | |
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