Note 17. Acquisition of businesses
During 2024
No new acquisitions have taken place in 2024.
On March 14, 2024, Alfa Laval acquired the remaining 10.3 percent of StormGeo’s subsidiary Climatempo in Brazil from the minority owners. Alfa Laval’s ownership thereby increased from 89.7 percent to 100 percent. The purchase price amounted to SEK 27 million and has been paid in cash. The transaction is reported as a change within the equity.
In 2021, Alfa Laval acquired a minority stake of 16.5 percent in the Netherland-based company Marine Performance Systems (MPS) with an option to acquire the remaining part later. In 2023 Alfa Laval executed on that option and completed the acquisition to own 100 percent of MPS. The closing date for the acquisition was March 21, 2023. MPS’ innovative technology significantly reduces the friction from vessels when sailing, resulting in fuel savings. The purchase price was initially set to SEK 141 million, out of which SEK 24 million was paid in cash and SEK 117 million to be retained for a period of 3 years. The retained part of the purchase price was contingent on that certain profitability and liquidity goals are fulfilled. During 2024 the retained part is estimated to amount to 0. The value that was earlier allocated to patents and goodwill have been written down with a corresponding SEK 117 million.
On August 31, 2022 Alfa Laval announced that it had closed the acquisition of Scanjet, a leading global supplier of tank cleaning equipment and solutions for marine, offshore and industrial applications. The purchase price was SEK 314 million, out of which SEK 268 million was paid in cash and SEK 46 million was retained for a period of 12 to 18 months. The remaining SEK 23 million retained was paid on February 29, 2024.
During 2023
On March 2, 2023, Alfa Laval acquired an additional 38.7 percent of StormGeo’s subsidiary Climatempo in Brazil from the minority owners. Alfa Laval’s ownership thereby increased from 51 percent to 89.7 percent. The purchase price was SEK 118 million, out of which all has been paid in cash. The transaction is reported as a change within the equity.
In 2021, Alfa Laval acquired a minority stake of 16.5 percent in the Netherland-based company Marine Performance Systems (MPS) with an option to acquire the remaining part later. In 2023 Alfa Laval executed on that option and completed the acquisition to own 100 percent of MPS. The closing date for the acquisition was March 21, 2023. MPS’ innovative technology significantly reduces the friction from vessels when sailing, resulting in fuel savings. The purchase price was initially set to SEK 141 million, out of which SEK 24 million was paid in cash and SEK 117 million to be retained for a period of 3 years. The retained part of the purchase price was contingent on that certain profitability and liquidity goals are fulfilled. The costs directly linked to the acquisition (fees to lawyers, due diligence and assisting counsel) come in addition to this and have amounted to SEK 0 million, which was reported as other operating costs. The impact on the cash flow was thus SEK -24 million. Out of the difference between the purchase price paid and the net assets acquired SEK 211 million has been allocated to patents and un-patented know-how, while the residual SEK 0 million has been allocated to goodwill. The goodwill is relating to estimated synergies in procurement, logistics and corporate overheads and the company’s ability to over time recreate its intangible assets. The step-up value for patents and un-patented know-how is amortized over 10 years. From the date of the acquisition the company has added SEK 15 million in orders received, SEK 43 million in invoicing and SEK -27 million in adjusted EBITA to Alfa Laval. If the company had been acquired at January 1, 2023 the corresponding figures would have been SEK 100 million, SEK 86 million and SEK -5 million respectively. At the end of December 2023, the number of employees was 21.
On July 31, 2023 Alfa Laval acquired 100 percent of a European service provider. The company operates under its own name as an independent channel. The purchase price was SEK 199 million, out of which all has been paid in cash. At the acquisition cash of SEK 40 million was taken over. The costs directly linked to the acquisition (fees to lawyers, due diligence and assisting counsel) come in addition to this and have amounted to SEK 4 million, which is reported as other operating costs. The impact on the cash flow was thus SEK -163 million. Out of the difference between the purchase price paid and the net assets acquired SEK 46 million has been allocated to patents and un-patented know-how and SEK 9 million to the trademark, while the residual SEK 45 million has been allocated to goodwill. The goodwill is relating to estimated synergies in procurement, logistics and corporate overheads and the company’s ability to over time recreate its intangible assets. The step-up values for patents and un-patented know-how and the trademark are amortized over 10 years. From the date of the acquisition the company has added SEK 31 million in orders received, SEK 31 million in invoicing and SEK 5 million in adjusted EBITA to Alfa Laval. If the company had been acquired at January 1, 2023 the corresponding figures would have been SEK 87 million, SEK 87 million and SEK 21 million respectively. At the end of December 2023, the number of employees was 55.
On July 31, 2023 Alfa Laval acquired 51 percent of the Danish company Header-coil Company A/S that develops and manufactures heat exchangers and steam generation system equipment components based on its header-coil design for the concentrated solar power (CSP) industry, thermal energy storage etc. The purchase price was SEK 47 million, out of which all has been paid in cash. At the acquisition cash of SEK 0 million has been taken over. The costs directly linked to the acquisition (fees to lawyers, due diligence and assisting counsel) come in addition to this and have amounted to SEK 2 million, which is reported as other operating costs. The impact on the cash flow was thus SEK -49 million. Out of the difference between the purchase price paid and the net assets acquired SEK 11 million has been allocated to patents and un-patented know-how, while the residual SEK 7 million has been allocated to goodwill. The goodwill is relating to estimated synergies in procurement, logistics and corporate overheads and the company’s ability to over time recreate its intangible assets. The step-up value for patents and un-patented know-how is amortized over 10 years. From the date of the acquisition the company has added SEK 1 million in orders received, SEK 1 million in invoicing and SEK -7 million in adjusted EBITA to Alfa Laval. If the company had been acquired at January 1, 2023 the corresponding figures would have been SEK 3 million, SEK 3 million and SEK -15 million respectively. At the end of December 2023, the number of employees was 4.
The acquisitions during 2023 are summarized in the following table. The larger acquisitions of MPS and the European service provider are shown separately, whereas the acquisitions of the other companies are shown on a single line as other minor acquisitions. All acquired assets and liabilities were reported according to IFRS at the time of the acquisitions.
| Förvärv 2023 | |||||||||
| MPS | Europeiskt serviceföretag | Totalt | |||||||
| MSEK | Bokfört värde | Justering till verkligt värde | Verkligt värde | Bokfört värde | Justering till verkligt värde | Verkligt värde | Verkligt värde | ||
| Acquisitions 2023 | |||||||||
| MPS | European service provider | Total | |||||||
| Book value | Adjustment to fair value | Fair value | Book value | Adjustment to fair value | Fair value | Fair value | |||
| Materiella anläggningstillgångar | Tangible assets | 1 | – | 1 | 44 | – | 44 | 45 | |
| Patent och icke patenterat kunnande 1) | Patents and unpatented know-how 1) | 0 | 211 | 211 | – | 46 | 46 | 257 | |
| Varumärken 1) | Trademarks 1) | – | – | – | 18 | 9 | 27 | 27 | |
| Varulager | Inventory | 4 | – | 4 | 14 | – | 14 | 18 | |
| Kundfordringar | Accounts receivable | 1 | – | 1 | – | – | – | 1 | |
| Övriga fordringar | Other receivables | 37 | – | 37 | 15 | – | 15 | 52 | |
| Likvida medel | Liquid assets | – | – | – | 40 | – | 40 | 40 | |
| Leverantörsskulder | Accounts payable | -11 | – | -11 | – | – | – | -11 | |
| Förskott | Advance payments | -14 | – | -14 | – | – | – | -14 | |
| Övriga skulder | Other liabilities | -7 | – | -7 | -17 | – | -17 | -24 | |
| Uppskjuten skatteskuld | Deferred tax | – | -55 | -55 | – | -15 | -15 | -70 | |
| Förvärvade nettotillgångar | Acquired net assets | 11 | 156 | 167 | 114 | 40 | 154 | 321 | |
| Goodwill 2) | Goodwill 2) | 0 | 45 | 45 | |||||
| Eget kapital hänförligt till moderbolagets ägare | Equity attributable to owners of parent | 26 | – | 26 | |||||
| Köpeskilling | Purchase price | -141 | -199 | -340 | |||||
| Kostnader direkt hänförliga till förvärven 3) | Costs directly linked to the acquisitions 3) | 0 | -4 | -4 | |||||
| Innehållen del av köpeskilling 4) | Retained part of purchase price 4) | 117 | – | 117 | |||||
| Likvida medel i de förvärvade verksamheterna | Liquid assets in the acquired businesses | 0 | 40 | 40 | |||||
| Andra mindre förvärv innevarande år | Other minor acquisitions current year | -167 | |||||||
| Betalning av innehållna belopp från tidigare år | Payment of amounts retained in prior years | 17 | |||||||
| Påverkan på koncernens likvida medel | Effect on the Group’s liquid assets | -24 | -163 | -337 | |||||
1) The step up values for patents and un-patented know-how as well as trademarks are amortized over 10 years. The purchase price allocation was still preliminary so the allocated step up values may be subject to change.
2) The goodwill is relating to estimated synergies in procurement, logistics and corporate overheads and the companies’ ability to over time recreate its intangible assets. The purchase price allocation was still preliminary so the value of the goodwill may be subject to change.
3) Refers to fees to lawyers, due diligence and assisting counsel. Was expensed as other operating costs.
4) Contingent on certain warranties in the contract not being triggered or that certain profitability goals are fulfilled. The probable outcome was calculated.