36. Company acquistions and disposals

36. Company acquistions and disposals

Company disposals: sale of service division

On 1 April 2014, the Group sold its service division—comprising all service operations of BioFocus and Argenta in the UK and The Netherlands—to Charles River Laboratories International, Inc.. In particular, the Group disposed of following companies which were previously fully consolidated: BioFocus DPI (Holdings) Ltd. and BioFocus DPI Ltd. (Saffron Walden, UK), Argenta Discovery 2009 Ltd. (Harlow, UK) and its subsidiary Cangenix Ltd. (Canterbury, UK). In addition, also certain assets from Galapagos B.V. (Leiden, The Netherlands) have been acquired by Charles River Laboratories International, Inc..

 

1 April,

(thousands of €)

2014

Consideration received in cash and cash equivalents

137,760

Correction on consideration still to settle

(650)

Total consideration

137,110

 

1 April,

(thousands of €)

2014

Cash

6,115

Trade and other receivables

18,165

Current assets

24,280

 

 

Goodwill

39,246

Fixed assets

13,397

Deferred tax assets

4,588

Non-current assets

57,231

 

 

Trade payables

(2,569)

Other payables

(5,263)

Current liabilities

(7,832)

 

 

Provisions

(604)

Deferred tax liabilities

(1,996)

Other non-current liabilities

(549)

Non-current liabilities

(3,149)

 

 

Net assets disposed of

70,531

 

1 April,

(thousands of €)

2014

Total consideration

137,110

Net assets disposed of

(70,531)

Effect from Cumulative Translation Adjustments reclassified from equity

1,787

Costs associated to sale

(858)

Gain on disposal

67,508

The gain on the sale is included in the income from discontinued operations for the year ended 31 December 2014.

 

1 April,

(thousands of €)

2014

Consideration received in cash and cash equivalents

137,760

Less: cash and cash equivalent balances disposed

(6,115)

Total consideration received

131,645

Costs associated to sale

(858)

Cash in from disposal of subsidiaries, net of cash disposed

130,787

Company acquisitions

On 4 January 2013 Galapagos acquired Cangenix Ltd. which is located in Canterbury, UK. Cangenix is a structure-based drug discovery company and has been added to the Argenta service offering. It was formed in 2011 by scientists from the Structural Biology and Biophysics group at Pfizer Sandwich, UK. Recognized as experts in the field, the Cangenix team brings over 70 years of combined experience in the application of protein crystallography and biophysical techniques to drug discovery. Cangenix contributed €1.3 million of revenues for the period between the date of acquisition and 31 December 2013. In the 9 months reference period prior to the date of acquisition, Cangenix reported €0.7 million of revenues. The consideration paid for Cangenix in the course of 2013 amounted to €1.2 million, including €0.1 million of cash and cash equivalents acquired. A deferred consideration of €0.5 million has been recognized on the balance sheet and is payable after two years upon achievement of certain conditions. The goodwill arising on the acquisition of Cangenix Ltd. amounts to €1.6 million.

Condensed balance sheet Cangenix at acquisition date

 

 

(thousands of €)

4 January 2013

Fixed assets

100

Work in progress

7

Debtors and prepayments

134

Cash

84

Total assets

325

 

 

Equity

207

Trade payables and advances received

67

Accrued charges and other liabilities

51

Total Equity and liabilities

325

 

 

Net assets

207

Goodwill

1,572

Total consideration

1,779

Deferred consideration

(543)

 

 

Cash consideration on acquisition

1,236

 

 

Cash and cash equivalents acquired

(84)

 

 

Cash consideration, net of cash acquired

1,152

As part of the sale of the services division, Cangenix was sold on 1 April 2014 and presented under discontinued operations.