3 Scope of consolidation
3.1 DISCLOSURE OF INTERESTS IN OTHER ENTITIES
The scope of the consolidation does not include an interest in any of the following:
- Subsidiaries with non-controlling interests
- Associates
- Joint arrangements
The following subsidiaries are included in the consolidated financial statements:
Company | Registered office | Participation in % (capital and votes) | Currency | Share capital (LC 1,000) | Activities |
Tecan Schweiz AG | Männedorf/Zurich (CH) | 100% | CHF | 5,000 | R/P/D |
Tecan Trading AG | Männedorf/Zurich (CH) | 100% | CHF | 300 | S/D |
Tecan Sales Switzerland AG | Männedorf/Zurich (CH) | 100% | CHF | 250 | D |
Tecan Austria GmbH | Grödig/Salzburg (AT) | 100% | EUR | 1,460 | R/P |
Tecan Sales Austria GmbH | Grödig/Salzburg (AT) | 100% | EUR | 35 | D |
Tecan Sales International GmbH | Grödig/Salzburg (AT) | 100% | EUR | 35 | D |
Tecan Landesholding GmbH | Crailsheim/Stuttgart (DE) | 100% | EUR | 25 | S |
• Tecan Deutschland GmbH | Crailsheim/Stuttgart (DE) | 100% | EUR | 51 | D |
• Tecan Software Competence | Mainz-Kastel (DE) | 100% | EUR | 103 | R |
• IBL International GmbH | Hamburg (DE) | 100% | EUR | 25 | R/P/D |
Tecan Benelux BV | Mechelen (BE) | 100% | EUR | 37 | D |
Tecan France S.A.S. | Lyon (FR) | 100% | EUR | 2,760 | D |
Tecan Iberica Instrumentacion S.L. | Barcelona (ES) | 100% | EUR | 30 | S/D |
Tecan Italia | Milano (IT) | 100% | EUR | 77 | D |
Tecan UK Ltd. | Reading (GB) | 100% | GBP | 500 | D |
Tecan Nordic AB | Stockholm (SE) | 100% | SEK | 100 | D |
Tecan U.S. Group, Inc. | Morrisville, NC (US) | 100% | USD | 1,500 | S |
• Tecan U.S., Inc. | Morrisville, NC (US) | 100% | USD | 400 | D |
• Tecan Systems, Inc. | Morgan Hill, CA (US) | 100% | USD | 26 | R |
• Tecan SP, Inc. | Baldwin Park/Los Angeles, CA (US) | 100% | USD | 472 | R/P/D |
• Tecan Genomics, Inc. | Morgan Hill, CA (US) | 100% | USD | 0 | R/P/D |
• DCPM, Inc. | Morgan Hill, CA (US) | 100% | USD | 58 | P/D |
• Paramit Corp. | Morgan Hill, CA (US) | 100% | USD | 0 | P/D |
– Emphysys, Inc. | Boston, MA (US) | 100% | USD | 0 | R |
– Paramit Malaysia Sdn. Bhd. | Penang (MY) | 100% | USD | 5,178 | P/D |
Tecan Asia (Pte.) Ltd. | Singapore (SG) | 100% | SGD | 800 | S |
Tecan (Shanghai) Laboratory | Shanghai (CN) | 100% | CNY | 3,417 | D |
PMAS Co., Ltd | Ben Cat Town, Binh Duong Province (VN) | 100% | VND | 10,367,000 | P |
Tecan Korea Ltd. | Seoul (KR) | 100% | KRW | 110,000 | D |
Tecan Japan Co., Ltd. | Kawasaki (JP) | 100% | JPY | 125,000 | D |
Tecan Australia Pty Ltd | Melbourne (AU) | 100% | AUD | 0 | D |
| |||||
S = services, holding functions, R = research and development, P = production, D = distribution | |||||
3.2 CHANGE IN SCOPE OF CONSOLIDATION: ACQUISITION THROUGH BUSINESS COMBINATION
Based on an asset deal, the Group acquired certain assets from its long-standing distributor in South Korea. In addition, all former employees were transferred to the subsidiary Tecan Korea Ltd., which was established in December 2023 to strengthen and expand the Group’s business activities in Korea.
The fair value of the identified assets and the cash outflow at the date of acquisition were:
| 01.02.2024 Asset deal with former distributor |
CHF 1,000 |
|
Inventories | 870 |
Non-current financial assets | 34 |
Property, plant and equipment | 42 |
Customer relationships (intangible asset) | 348 |
|
|
Total identifiable assets at fair value | 1,294 |
|
|
Goodwill | - |
|
|
Consideration transferred for the business combination | 1,294 |
|
|
Contingent consideration | (425) |
|
|
Net cash outflow | 869 |
From the acquisition date, the asset deal contributed CHF 2.9 million of third party sales and CHF 0.2 million of operating profit to the Group's results. If the acquisition had occurred on January 1, 2024, management estimates that consolidated sales would have been CHF 934.5 million and consolidated operating profit would have been CHF 75.6 million in 2024. The Group incurred acquisition related costs of CHF 0.2 million for legal and due diligence fees. These costs are included in ‘general and administration’ expenses.
The contingent consideration was settled without any adjustments.