Note 1 Business combinations
TReNT acquisition
On 8 January 2020, Alliander Corporate Ventures B.V. (ACV) acquired 100% of the shares in both Twinning Research Network Twente B.V. and TReNT Infrastructuur B.V. (jointly called TReNT) from TReNT Holding B.V.
TReNT is an organisation with 18 employees that operates an optic fibre network of roughly 2,000km with approximately 650 connected customers through over 2,000 connections. Their annual revenue amounts to approximately €10 million. With the acquisition of TReNT, Alliander becomes the owner of its own telecommunications infrastructure in the service area of Liander in the eastern part of the Netherlands. Alliander’s policy is to own its own telecommunications infrastructure, given its crucial importance in the safe operation of the electricity and gas grids. In a large part of the Liander service area, Alliander already owned the telecommunications infrastructure. And this is now also the case in the eastern part of the Netherlands.
Acquisition of shares in Twinning Research Network Twente B.V. and TReNT Infrastructuur B.V.
The total purchase price amounted to €64 million, financed entirely from Alliander’s own available resources.
The allocation of the purchase price is shown in the summary below:
€ million | Fair value as at 8 January 2020 |
Property, plant and equipment | 40 |
Intangible assets | 14 |
Trade receivables | 2 |
Total assets | 56 |
Deferred tax liabilities | -9 |
Trade payables | -1 |
Total liabilities | -10 |
Net assets acquired | 46 |
Cash | 60 |
Net debt | 4 |
Purchase price | 64 |
Less: net assets acquired | -46 |
Goodwill | 18 |
Net assets acquired (€46 million)
The tangible fixed assets acquired from TReNT, i.e. networks and customer connections, have a value of €40 million. The €14 million in intangible assets relates to contracts with customers. The deferred tax liabilities relate to the difference between the reported carrying amounts of the network, customer contracts, and customer contribution to the investments, and the corresponding tax bases.
Goodwill (€18 million)
The €18 million in goodwill breaks down into €8 million for the provision for deferred tax liabilities The remaining goodwill comes mainly from new customers and to some degree also from the value of the workforce. Goodwill is non-deductible for the purpose of corporate income tax.
Other
The total costs involved in the acquisition of TReNT (€0.5 million) are recognised in Alliander’s income statement for 2019 and 2020. TReNT’s revenue over the period from 8 January 2020 to 31 December 2020 amounted to €8.7 million, while the operating profit over that same period came in at €1.5 million. If TReNT had been acquired as of 1 January 2020, Alliander’s net revenue would have been €2,009 million, with a net profit of €224 million.