RWS Annual Report 2022 web - Flipbook - Page 148
Notes to the Consolidated Financial Statements (continued)
24. ACQUISITIONS
Liones Holding BV (“Fonto”)
On 22 March 2022, the Group acquired the entire issued share capital of Liones Holding BV (‘Fonto’) and its subsidiaries
for an initial consideration of Euro 17.7m (£14.7m) on a cash and debt free basis, with additional contingent consideration
of Euro 5m payable in two equal installments on the first and second anniversary of the transaction. Fonto is a
structured content management business which complements our Tridion proposition and further builds our Content
Technology portfolio.
The fair value of identifiable assets and liabilities acquired, purchase
consideration and goodwill were as follows:
Fair values
£m
Net assets acquired:
Intangible assets
8.9
Property, plant and equipment
0.1
Right-of-use assets
0.2
Trade and other receivables
0.9
Cash and cash equivalents
0.6
Trade and other payables
(1.1)
Corporation tax
(0.3)
Deferred tax
(2.2)
Lease liabilities
(0.2)
Total identifiable net assets
Goodwill
6.9
7.8
Total consideration
14.7
Satisfied by:
Cash
14.7
The provisional fair values of assets and liabilities were recognised effective 22 March 2022 with the purchase price
allocation work concluded in August 2022. This resulted in an allocation of £6.4m to customer relationships, £2.1m to
Technology assets and £0.4m to Brands, with a corresponding reduction in goodwill. Additional deferred tax liabilities
of £2.2m were recognized on the identified intangible assets. The fair values of Trade and other receivables and other
classes of assets and their gross contractual amount are the same.
Fonto contributed revenue of £1.1m to Group revenue and £0.1m to profit after tax for the period between date of
acquisition and the balance sheet date. If the acquisition had been completed on the first day of the financial year, Fonto
would have contributed additional revenues of £3.4m and increased profit after tax for the year by £1.1m
The goodwill of £7.8m on acquisition comprises the value of expected synergies to be realized across future periods.
These derive primarily from cross sales of RWS products integration of services work with the RWS professional service
teams and up-sell of Tridion as a content management service. Integration of Fonto into the RWS Group has progressed
during the second half of the financial year and will continue during FY23.
Horn & Uchida (prior year acquisition)
The Group acquired Horn & Uchida Patent Translation Ltd, a specialist based on Osaka, Japan for cash consideration of
Y349m (£2.2m) on 7 July 2021 for 100% of its ordinary share capital.
The fair value of identifiable assets and liabilities acquired, purchase
consideration and goodwill were as follows:
Fair values
£m
Net assets acquired:
148
Customer relationships
0.7
Investment securities
0.2
Trade and other receivables
1.0
Cash and cash equivalents
0.8
Trade and other payables
(1.0)
Deferred tax assets
0.1
Total identifiable net assets
1.8
RWS — Annual Report 2022
NOTES TO THE CONSOLIDATED STATEMENTS
