EURONEXT_Registration_Document_2017
6
FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
Note 5.3 – Acquisition of FastMatch Inc. On 14 August 2017, the Group acquired 89.78% of the ordinary shares in FastMatch Inc., a US-based Electronic Communication Network (“ECM”) in the spot foreign exchange market, for a
consideration of €138.5 million. The Group has acquired FastMatch Inc. to strengthen the Group’s revenue-, product- and geographic diversification and accelerate its growth profile. The current FastMatch Inc. management will remain invested with a 10.22% ownership.
Details of the purchase consideration, the net assets acquired and goodwill are reflected in the tables below.
FAIR VALUE
In thousands of euros
Cash paid
131,674
Contingent consideration
6,784
TOTAL PURCHASE CONSIDERATION
138,458
The assets and liabilities recognised as a result of the acquisition are as follows:
FAIR VALUE
In thousands of euros
Assets Property, plant and equipment
541
Intangible assets: brand names
5,766
Intangible assets: customer relations
32,477
Intangible assets: software platform
4,240
Other intangible assets
2,504
Non-current other receivables
132
Trade and other receivables
3,790
Cash and cash equivalents
4,723
Liabilities Deferred tax liabilities
(6,005)
Current income tax liabilities
(151)
Trade and other payables
(2,271)
Net identifiable assets acquired
45,746
Less: non-controlling interest
(4,675)
Add: Goodwill
97,387
TOTAL PURCHASE CONSIDERATION
138,458
receivables have been impaired and it is expected that the full contractual amounts can be collected.
The goodwill is primarily attributable to the expected synergies and other benefits from combining the assets and activities of FastMatch Inc. with those of the Group. The goodwill is not deductible for income tax purposes. Contingent Consideration The acquisition includes a contingent earn-out payment payable on the 1 st anniversary of the acquisition date. At acquisition date a financial liability of €6.8 million was recognised as contingent consideration in other short-termfinancial liabilities and subsequent measurement will be through profit or loss (see Notes 30). Acquired Receivables The fair value of trade and other receivables was €3.8 million and included €3.6 million of trade receivables, which is not materially different to the gross contractual amount. None of the trade
Non-controlling Interest The Group has chosen to recognise the non-controlling interest at the proportionate share of the net assets acquired. As such, non- controlling interest on acquisition amounted to €4.7 million (10.22% of €45.8 million). Revenue and Profit Contribution From the date of the acquisition, FastMatch Inc. has contributed €7.2 million of revenue and €0.3 million of net profit to the Group. If the acquisition would have occurred on 1 January 2017, consolidated revenue and profit for the year ended 31 December 2017 would have been €551.6 million and €242.0 million respectively.
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2017 REGISTRATION DOCUMENT
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