Annual report 2014

11 Assets and liabilities held for sale

In December 2014 the TAKKT division concluded an agreement on the disposal of the Plant Equipment Group belonging to TAKKT AMERICA with Global Industrial. The agreed sale price is USD 25 million free of financial liabilities. As at the reporting date the assets and liabilities of the Plant Equipment Group are presented as held for sale. The transaction was completed on 30 January 2015.

Also in December 2014, it was decided to sell the real estate no longer required for operations in the Holding and other companies segment. As at the reporting date this real estate is presented as held for sale accordingly. The sale is expected to be completed during 2015. For some real estate, a purchase agreement was already concluded in the financial year. During the course of measuring the real estate, write-downs in the amount of EUR 2 million were recognised as depreciation.

The table below shows the main groups of assets and liabilities classified as held for sale as at the reporting date:

EUR million 31 Dec. 2014
Assets
Property, plant and equipment 6
Intangible assets 3
Inventories 9
Trade receivables 8
Cash and cash equivalents
Other assets 3
29
Liabilities
Financial liabilities 1
Trade payables 4
Other current liabilities 4
  9

On 24 October 2013, Haniel announced that Franz Haniel & Cie. GmbH had entered into an agreement with the leading American healthcare services company, McKesson Corporation, on the complete sale of Haniel’s 50.01 per cent equity interest in Celesio AG. At the same time, McKesson put forward a voluntary public takeover offer to all of Celesio’s shareholders and convertible bonds holders following a review by the Federal Financial Supervisory Authority. The sale of Haniel’s shares to McKesson as well as the public takeover offer were subject to the proviso that regulatory authorities approve the transaction and that McKesson can acquire at least 75 per cent of the share capital of Celesio AG including the potential shares attributable to the convertible bonds issued by Celesio.

Due to its material significance for the Haniel consolidated financial statements, the entire Celesio division has been classified as a discontinued operation since then, in accordance with IFRS 5; the corresponding assets and liabilities were presented in the statement of financial position as at 31 December 2013 as assets or liabilities held for sale. The income and expenses were also presented retrospectively for the comparison period in profit after taxes from discontinued operations. Since Celesio’s classification as a discontinued operation, depreciation/amortisation as well as the equity method for the pertinent associates has been halted.

The takeover offer published by McKesson in October 2013 for Celesio AG was limited to the beginning of January 2014. On 13 January 2014 McKesson announced that the public takeover offer for Celesio AG was unsuccessful because the self-imposed minimum acceptance threshold of 75 per cent of the share capital of Celesio AG, including the outstanding convertible bonds, was not quite attained. That meant that the sale of Franz Haniel & Cie. GmbH’s 50.01 per cent equity interest also did not occur and the takeover offer was invalid.

Following the failure of the public takeover offer, Haniel acquired further shares in Celesio AG in order to sell 75.99 per cent of the outstanding shares to McKesson for EUR 23.50 per share against cash consideration. This made it possible for McKesson to acquire a majority interest in the desired magnitude within a short timeframe. On 23 January 2014, McKesson announced the acquisition of more than 75 per cent of the share capital of Celesio AG, including the outstanding convertible bonds, by means of various purchase agreements. Pursuant to the contractual provisions, the shares of Celesio AG were transferred to McKesson on 6 February 2014, thus completing the disposal. Celesio was included in Haniel’s 2014 consolidated financial statements up to that date as a discontinued operation.

The increase in Haniel’s existing majority investment resulting from the transaction occurred solely for the purpose of selling it on in connection with the originally planned disposal of the former 50.01 per cent equity interest in Celesio AG. This approach was taken purely as a result of the structure of the transaction and did not give rise to any additional risks for Haniel. In order to give a true and fair view of the net assets, financial position and results of operations of the Group and to improve the presentation of the economic substance of the arrangements in Haniel’s 2014 consolidated financial statements they are accounted for as a single transaction in accordance with IFRS 10.B97. Through the sale of its former 50.01 per cent equity interest in Celesio AG in the 2014 financial year, Haniel generates proceeds of EUR 1,999 million and a disposal gain of EUR 696 million.

The table below shows Celesio’s main groups of assets and liabilities that were classified as held for sale in the previous year:

EUR million 31 Dec. 2013
Assets
Property, plant and equipment 524
Intangible assets 2,264
Investments accounted for at equity 78
Financial assets 109
Other non-current assets 40
Income tax assets 2
Deferred taxes 102
Non-current assets 3,119
 
Inventories1,598
Trade receivables 2,083
Receivables from investments and other current assets 308
Financial assets 14
Income tax assets 19
Cash and cash equivalents 536
Current assets 4,558
  7,677
Liabilities
Financial liabilities 1,396
Pension provisions 337
Other non-current provisions 64
Other non-current liabilities
Deferred taxes 42
Non-current liabilities 1,839
 
Financial liabilities 506
Current provisions 144
Trade payables and similar liabilities 2,385
Income tax liabilities 63
Other current liabilities 469
Current liabilities 3,567
  5,406

The inventories reported in the above table as at the previous year’s reporting date include EUR 41 million that were written down to the net realisable value pursuant to IAS 2.