3 Change in scope of consolidation and significant transactions

On April 1, 2023 Autoneum acquired the automotive business of Borgers, including tangible assets and inventories of the Borgers companies in Germany and 100% of the shares in the subsidiaries in France, Poland, Sweden, Spain, the Czech Republic, the United Kingdom, the USA and China. The product and customer range of Borgers Automotive, the specialist for textile acoustics protection, insulation and trim for vehicles, ideally complement Autoneum’s sustainable product portfolio. Particularly with the wheel arch liner and trunk lining product lines as well as the truck business, Autoneum’s global presence offers further potential for profitable growth also outside Europe.

Due to its weak financial situation Borgers SE & Co. KGaA filed for insolvency as of October 17, 2022. Consequently, Autoneum acquired the automotive supplier Borgers SE & Co. KGaA from insolvency with effect from April 1, 2023. The consideration for this transaction amounted to CHF 122.4 million. In return, the Group acquired total net assets of CHF 225.1 million, leading to a bargain purchase gain of CHF 102.7 million. The bargain purchase gain is recognized as other income in profit or loss.

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition, valued at their fair value.

CHF million

Amounts recognized as of the acquisition date

Tangible assets

233.7

Intangible assets

17.3

Inventories

45.2

Trade receivables1

31.6

Cash and cash equivalents

26.4

Other current and non-current assets

16.5

Income tax assets and liabilities, net

–23.0

Current and non-current borrowings

–49.9

Trade payables

–18.9

Other current and non-current liabilities

–53.9

Total net assets acquired

225.1

Offset by

Consideration paid

122.4

Bargain purchase gain

102.7

Investments in subsidiary or business, net of cash acquired

96.0

  1. 1 Trade receivables comprise gross contractual amounts due of CHF 32.5 million, of which CHF 0.9 million was expected to be uncollectable at the date of acquisition.

The table disclosed in the condensed consolidated semi-annual financial statements 2023 was provisional in nature with regard to the assets acquired and liabilities assumed due to the complexity involved when acquiring a business from insolvency proceedings and the required reassessments when recognizing a bargain purchase gain. Total net assets acquired have been reduced by CHF 6.3 million, mainly related to inventories and other current and non-current liabilities, compared to the condensed consolidated semi-annual financial statements 2023.

The Group incurred acquisition-related costs of CHF 2.1 million on legal fees and due diligence costs. CHF 1.0 million of these costs was recognized as other expenses in profit or loss in the current period, while CHF 1.1 million was recognized in profit or loss in the financial year 2022.

In a business combination, the determination of the fair value of the identifiable assets acquired, particularly intangible assets, requires estimations which are based on all available information and in some cases on assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. The purchase price is allocated to the underlying acquired assets and liabilities based on their estimated fair value at the time of acquisition. The remaining difference is reported as goodwill or bargain purchase gain. As a result, the purchase price allocation impacts reported assets and liabilities, future net results due to the impact on future depreciation, amortization and impairment charges.

The consolidated revenue of the acquired automotive business of Borgers since the acquisition date amounts to CHF 480.7 million, while the net result of the acquiree since the acquisition date amounts to CHF -7.5 million (including one-time effects of CHF -19.6 million).

If the acquisition had taken place on January 1, 2023, the consolidated revenue of Autoneum would have amounted to CHF 2 509.3 million and the consolidated net result would have amounted to CHF 65.3 million, for the twelve months ending December 31, 2023.

In 2023, Autoneum Mexico, S. de R.L. de C.V., Hermosillo, and Autoneum Mexico Servicios, S.A. de C.V., San Luis Potosí, were merged into Autoneum Mexico Operations, S.A. de C.V., San Luis Potosí.

There was no change in scope of consolidation in 2022.