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.