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Changes to the group of consolidated companies
In the 2020 financial year, there were no material acquisitions of consolidated companies and activities. The following disposals from the group of consolidated companies are to be recorded for 2020:
Disposal of consolidated companies and activities 2020
On 30 October 2020, TX Group AG sold its 97.7 per cent interest in Olmero AG to Docu Group Sweden AB, Ljusdal (Sweden). Following the deconsolidation, assets of CHF 50.4 million (of which CHF 5.3 million were cash and cash equivalents) and liabilities of CHF 9.5 million were transferred. The sales price amounted to CHF 36.7 million. CHF 24.5 million of this was in cash. There is also a loan receivable in the amount of CHF 12.2 million from the buyer, which falls due in spring 2021. The loan has been granted at market rates and is secured by a bank guarantee. The sale of the interest in Olmero AG resulted in a loss in the amount of CHF 4.7 million, which was recorded in the financial result and includes costs in the amount of CHF 1.6 million arising in connection with the transaction.
Olmero AG had already sold the activity Renovero in April 2020.
On 30 October 2020, TX Group AG sold its 55.6 per cent interest in Trendsales ApS to the management (CEO Mads Mathiesen and CFO Caspar Wolffsen) and the existing non-controlling shareholders. Following the deconsolidation, assets of CHF 17.1 million (of which CHF 0.6 million were cash and cash equivalents) and liabilities of CHF 6.3 million were transferred. The sales price amounts to CHF 0.4 million. In addition, CHF 1.0 million of the loan from the TX Group was repaid in connection with the sale. The rest of the loan receivable in the amount of CHF 3.0 million from Trendsales ApS was written off through the income statement. Costs of around CHF 0.2 million were incurred in connection with the transaction. The loss, as recorded in the financial result, from the sale of the interest in Trendsales ApS, including the loss from writing off the remaining loan balance and the transactions costs, amounts to CHF 14.0 million.
In the event of any future sale by the buyer, TX Group AG will share in any profit on the sale. The amount of the TX Group’s participation is determined by a sliding scale based on the amount of the sales proceeds. Any share in the proceeds from a subsequent sale of the shares will only be realised and recorded at the time of the subsequent sale.
In a legal proceeding in connection with Trendsales ApS, in which TX Group AG was the plaintiff, a settlement agreement was reached on 1 March 2021 on compensation in the amount of USD 13.25 million (see“Events after the balance sheet date”). Another legal proceeding is still ongoing and it is not clear what its outcome will be. Any money back from actions for damages will be recorded when the probability of this money materialising may be regarded as high.
Additional changes to the group of consolidated companies
Goldbach Management AG merged with Goldbach Group AG with effect from 1 January 2020. In June 2020, Doodle USA Inc was founded as a wholly owned subsidiary of Doodle AG, while in November, dreifive digital marketing GmbH, Konstanz, was founded as a 51 per cent subsidiary of dreifive AG.
In the 2019 reporting year, the following material acquisitions and sales were made, which must also be disclosed in this annual report in accordance with the requirements of IAS 1 “Presentation of Financial Statements”:
Acquisitions of consolidated companies and activities 2019
TX Group has exercised its call option to raise its stake in Zattoo International AG and become the majority shareholder and, as of 1 April 2019, acquired a further 21.1 per cent of the shares in Zattoo International AG, which is based in Zurich. Together with the previous interest worth 28.9 per cent, the TX Group has a majority interest based on 50 per cent plus one share. As the acquisition took place in several steps, the interest already held at the time control was transferred was recognised at its fair value of CHF 9.1 million. The difference compared with the previous value of this interest is CHF 0.3 million, which is reported as a gain in other income. The Zattoo Group comprises Zattoo International AG and also the wholly owned subsidiaries Zattoo Europe AG, Zattoo Inc. and Zattoo Deutschland GmbH. Zattoo is the market leader for TV streaming in Switzerland and, in addition to its end-customer business, is also a B2B service provider for businesses offering cable TV and IPTV.
The purchase price for the 21.1 per cent interest in Zattoo International AG is CHF 8.4 million. The assets acquired amount to CHF 48.5 million and the liabilities to CHF 20.8 million. In addition to cash and cash equivalents of CHF 2.0 million, the assets comprise goodwill and non-amortisable intangible assets of CHF 11.7 million. Goodwill to the value of CHF 7.3 million is mainly based on Zattoo’s strong market position in Switzerland. It is assumed that the goodwill is not deductible for tax purposes. The assets also comprise receivables with a fair value of CHF 2.1 million (receivables totalling CHF 0.04 million were impaired). The Zattoo Group is reported in the Group & Ventures segment. No material costs were incurred in relation to the transaction.
The Zattoo Group’s revenues recognised since the acquisition date in 2019 total CHF 32.0 million and the net loss recognised since the acquisition date in 2019 is CHF -3.1 million. Had the acquisition taken place with effect from 1 January 2019, the revenues reported for 2019 would have been CHF 7.8 million higher, while reported net income (loss) would have been CHF 3.1 million lower.
|in CHF 000||Values on initial
|Cash and cash equivalents paid||8 365|
|Purchase price||8 365|
|Equity value of the previously held interests before revaluation gain||8 829|
|+/– Revaluation gain||292|
|Fair value of previously held interests||9 121|
|Purchase price / equivalent value of transaction after revaluation gain||17 486|
|in CHF 000||Values on initial
|Cash and cash equivalents||1 968|
|Trade accounts receivable||2 109|
|Property, plant and equipment||2 784|
|Deferred tax assets||736|
|Intangible assets||36 857|
|Other assets||4 010|
|Total assets||48 464|
|Current financial liabilities||(2 180)|
|Trade accounts payable||(1 498)|
|Deferred revenues and accrued liabilities||(1 983)|
|Non-current financial liabilities||(2 489)|
|Employee benefit obligations||(760)|
|Deferred tax liabilities||(5 957)|
|Other liabilities||(5 884)|
|Total liabilities||(20 751)|
|Net assets||27 713|
|Remaining minority interests||(10 227)|
|Purchase price / equivalent value of transaction||17 486|
|Cash and cash equivalents acquired||1 968|
|Cash and cash equivalents paid||(8 365)|
|Decrease in cash||(6 397)|
|Revenues recognised since acquisition date 2019||31 997|
|Net income recognised since acquisition date 2019||(3 090)|
Disposal of consolidated companies and activities 2019
On 30 December 2019, TX Group AG sold its 100 per cent interest in Starticket AG to See Tickets S.A., Paris. Following the deconsolidation, assets of CHF 26.9 million (of which CHF 11.4 million were cash and cash equivalents) and liabilities of CHF 13.0 million were transferred. The sales price as calculated for TX Group’s consolidated financial statements amounted to CHF 21.1 million. Of that total, CHF 19.3 million was paid in cash. The expected remaining purchase price was recognised as of 31 December 2019 as a current financial receivable. The definitive purchase price was determined on the basis of the final financial statements of Starticket AG for 2019 and paid in cash in 2020. This amounted to CHF 20.8 million and was therefore around CHF 0.3 million below the provisional sales price calculated as of 31 December. No material costs were incurred in relation to the transaction.
Additional changes to the group of consolidated companies
In June 2019, Schaer Holding AG was founded as a wholly owned subsidiary of Tamedia Espace AG. Schaer Holding AG holds all the shares in Schaer Thun AG and now also, from September 2019, has a 50 per cent interest in Berner Oberland Medien AG, which was previously an interest of Schaer Thun AG.
The Board of Directors at Doodle AG decided to close the wholly owned subsidiary Meekan Solutions Ltd. on 7 August 2019. The day-to-day operations of Meekan Solutions continued until the end of 2019.
In November 2019, TX Group AG acquired the activities of the radio station Planet 105 from Radio 1 AG. Since 27 November 2019, the station has been called 20 Minuten Radio. In December 2019, TX Services d.o.o. was founded in Belgrade as a wholly owned subsidiary of TX Group AG.