Note 1 Business combinations
Acquisition of Ebatech
On 31 December 2021, Kenter B.V. signed a purchase agreement to acquire 100% of the shares in Ingenieursbureau Ebatech B.V. (Ebatech) from Vattenfall Warmte N.V. as at the same date. The employees will remain with Vattenfall.
Ebatech is a metering company which focuses on electricity and gas metering activities in the Dutch business-to-business market. The company has revenue of €2 million, just over 1,000 customers and some 5,500 meters under management in 2022. In acquiring Ebatech, Kenter has strengthened its position in the metering company market.
The final acquisition price for Ebatech was set at a fair value of €3 million. The fair value was determined based on the medium and long-term cash flows.
The acquisition price was made up of €2 million for property, plant and equipment (meters) and €1 million for trade receivables. No goodwill was purchased in this transaction.
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 has become the owner of its own telecommunications infrastructure in Liander’s service area 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.
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:
Fair value as at 8 January 2020
Property, plant and equipment
Deferred tax provision
Net assets acquired
Less: net assets acquired
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 cannot be amortised for the purpose of corporate income tax.