Johan i Hallen & Bergfalk (JHB)
Under the purchase contract dated 3 May 2023, METRO acquired 100% of the shares in the following companies as of 10 May 2023:
- JOHBECO AB, Sweden
- Johan i Hallen & Bergfalk AB, Sweden
- Johan i Hallen & Bergfalk Oy, Finland
The preliminary purchase price paid exclusively in cash amounts to approximately €0.1 billion.
JHB is the leading speciality provider of meat, fish and seafood, and uses the expertise of its more than 350 employees to deliver to over 4,000 customers in Sweden and Finland, primarily in the HoReCa sector. More than 50% of sales stem from the company’s own processing of meat and fish. JHB is a substantial complement to METRO’s existing FSD portfolio and provides access to one of the largest food service markets in Europe.
The initial consolidation was based on the monthly financial statements as of 30 April 2023, adjusted for material transactions. JHB is part of the segment West.
The fair values of the acquired assets and liabilities assumed as of the acquisition date were as follows:
€ million |
|
|---|---|
Assets |
111 |
Other intangible assets |
65 |
Property, plant and equipment |
13 |
Deferred tax assets |
2 |
Inventories |
9 |
Trade receivables |
16 |
Financial assets |
1 |
Other non-financial assets (current) |
1 |
Cash and cash equivalents |
5 |
|
|
Liabilities |
69 |
Borrowings (non-current) |
7 |
Deferred tax liabilities |
16 |
Trade liabilities |
12 |
Borrowings (current) |
26 |
Other financial liabilities (current) |
4 |
Other non-financial liabilities (current) |
2 |
Income tax liabilities |
1 |
The licence price analogy method was used to determine the fair values of the acquired brand rights. The acquired customer relationships were measured using the residual value method, with the deduction of such cash flows that are associated with supporting assets.
The gross amount of trade receivables is €17 million, of which €1 million was assessed as probably uncollectible at the time of the acquisition.
Costs of €1 million were incurred in connection with the transaction and are included in administrative expenses.
With regard to the determination of the purchase price, the initial consolidation of JHB should be considered to be preliminary. The acquisition of JHB resulted in preliminary goodwill of €65 million, which is mainly attributable to the future earnings potential as well as the expected synergy effects. The recognised goodwill is not deductible for tax purposes.
Since its initial consolidation on 10 May 2023, JHB has contributed €77 million to METRO’s sales and €2 million to profit or loss for the period.
Assuming that the acquisition had taken place on 1 October 2022, JHB would have contributed €176 million to METRO’s group sales and reduced its group profit or loss for the period by €4 million.