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Changes to the group of consolidated companies
In the 2021 financial year, the following material changes occurred in relation to the group of consolidated companies:
Acquisition of consolidated companies and activities 2021
Acheter-Louer.ch & Publimmo Sàrl
As of 7 July 2021, TX Markets AG acquired 100 per cent of the shares in Acheter-Louer.ch & Publimmo Sàrl, thereby extending its portfolio on the property market. The purchase price is CHF 10.4 million. CHF 9.4 million of this was paid in cash, with CHF 1.0 million recognised as a variable purchase price obligation. The variable part of the purchase price obligation is dependent on revenues in 2022 and a successful transition in terms of operating business activities (qualitative component) and is only due in the first half of 2023. In addition to cash and cash equivalents of CHF 2.3 million, the assets comprise goodwill and non-amortisable intangible assets of CHF 3.1 million. Goodwill to the value of CHF 1.3 million is mainly based on Acheter-Louer’s strong market position in western Switzerland. It is assumed that the goodwill is not deductible for tax purposes. The assets also comprise receivables with a fair value of CHF 0.1 million (no material receivables were impaired). Costs of CHF 0.1 million were incurred in connection with the transaction.
As a result of TX Markets AG being integrated into the joint venture with Ringier and Die Mobiliar as of 11 November 2021, Acheter-Louer.ch & Publimmo Sàrl has left the group of consolidated companies again. The revenues of Acheter-Louer.ch & Publimmo Sàrl recognised between the acquisition date and disposal date total CHF 1.0 million and the net income recognised between the acquisition date and disposal date is CHF -0.04 million. Recognition was in the TX Markets segment. Had the acquisition taken place with effect from 1 January 2021, the revenues reported for 2021 would have been CHF 1.4 million higher, while reported net income would have been CHF 0.1 million lower.
Disposal of consolidated companies and activities 2021
As a result of the 100 per cent stake in TX Markets AG (without the investment in JobCloud AG) being integrated into the new SMG Swiss Marketplace Group AG joint venture with Ringier and Die Mobiliar, TX Markets and its investments left the group of consolidated companies as of the closing in November 2021. The companies leaving involve a 50 per cent stake in CAR FOR YOU AG and 100 per cent stakes in Immostreet.ch S.A., Ricardo AG, ricardo France Sarl., TX Markets GmbH, which was newly founded in 2021, and Acheter-Louer.ch & Publimmo Sàrl, which was acquired in July 2021. Following the deconsolidation of TX Markets, assets of CHF 482.4 million (of which CHF 12.4 million were cash and cash equivalents), liabilities of CHF 158.0 million and shares in non-controlling interests in equity of CHF -4.2 million were transferred. The market value of the TX Group shares in the joint company amounts to CHF 1,107 million (41 per cent). The difference between the market value and the transferred equity of CHF 778.5 million was reflected in the income statement through the financial result. The subsequent sale of 10 per cent of the shares to General Atlantic SC B.V. at the market value of CHF 270.0 million (of which CHF 135.0 million was in cash and 135.0 million in the form of a loan) had no impact on the income statement. Following the sale to General Atlantic SC B.V., the TX Group holds 31 per cent in the joint venture, which was recognised at CHF 837.0 million. CHF 0.9 million costs were incurred in relation to the transaction.
Additional changes to the group of consolidated companies
In February 2021, TX Group purchased 100 per cent of the shares in Helvetics Engineering d.o.o. in Belgrade, with the company merging with TX Services d.o.o. in October 2021. The reporting year also saw the liquidation of Meekan Solutions Ltd, Israel, the merger of Zattoo Europa AG with Zattoo AG (previously Zattoo International AG), the merger of Adextra AG with Goldbach Group AG, the sale of 1.5 per cent non-controlling interests of Doodle AG to the management and the purchase of assets of Immowelt AG by TX Markets AG. Further shares in Zattoo AG were acquired in two stages, taking the overall TX Group AG share from 50.0 per cent to 58.9 per cent. The above transactions are not material for the purposes of financial reporting by TX Group.
In the 2020 reporting year, the following material sales were made, which must also be disclosed in this annual report in accordance with the requirements of IAS 1 “Presentation of Financial Statements”. There were no material acquisitions in 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 was CHF 36.7 million. CHF 24.5 million of this was in cash. There was also a loan receivable in the amount of CHF 12.2 million from the buyer, which fell due in spring 2021. The loan was granted at market rates and was 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 included costs in the amount of CHF 1.6 million arising in connection with the transaction.
Olmero AG had already sold 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 amounted 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, amounted 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. Another legal proceeding is 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 2020, dreifive digital marketing GmbH, Konstanz, was founded as a 51 per cent subsidiary of dreifive AG.