On 7 December 2022, VINCI Airports completed the acquisition of 100% of the equity interests in Seta and Aerodrome. These two companies together indirectly held a 29.99% stake in OMA, which operates 13 airports in Mexico.
The share capital of OMA’s parent company consists of 87.1% ordinary shares and 12.9% “BB” preferred shares. As a result of this transaction, VINCI Airports owns all of the preferred shares and 17.19% of the ordinary shares, giving it a 29.99% stake in OMA’s parent company. The remainder (70.01%) consists of shares listed on regulated markets, mostly on the Mexican Stock Exchange, with the rest listed on Nasdaq in the United States.
Alongside its purchase of shares, VINCI Airports appointed six of the 11 directors on OMA’s Board of Directors. The five directors not appointed by VINCI Airports are independent directors. In accordance with the company’s articles of association, ownership of “BB” preferred shares gives VINCI Airports (i) the ability to appoint certain key members of the company’s management including the Chief Executive Officer and (ii) specific rights regarding the Board of Directors. In line with IFRS 10, VINCI Airports has fully consolidated OMA since the acquisition date.
The information required by IFRS 12 is provided in Note I.23.5, “Non-controlling interests”.
In accordance with IFRS 3, VINCI is assessing the fair value of the identifiable assets acquired and liabilities assumed, and determining the related deferred tax effects. Values were provisionally allocated to identifiable assets and liabilities at the acquisition date, based on available information. They may be adjusted during the 12 months following that date on the basis of new information obtained relating to the facts and circumstances prevailing at the acquisition date.
VINCI has used the partial goodwill method, under which non-controlling interests are not remeasured at fair value.
| (in € millions) | OMA |
|---|---|
| Intangible assets | Intangible assets OMA3,232 |
| Property, plant and equipment | Property, plant and equipment OMA132 |
| Other operating assets/(liabilities) - Operating WCR | Other operating assets/(liabilities) - Operating WCR OMA19 |
| Other current and non-current assets/(liabilities) | Other current and non-current assets/(liabilities) OMA(140) |
| Deferred tax assets/(liabilities) | Deferred tax assets/(liabilities) OMA(741) |
| Net financial surplus/(debt) | Net financial surplus/(debt) OMA(298) |
| of which cash and cash equivalents | of which cash and cash equivalentsOMA140 |
| of which financial debt | of which financial debtOMA(438) |
| Equity - Non-controlling interests | Equity - Non-controlling interests OMA(1,541) |
| Net assets acquired | Net assets acquiredOMA662 |
| (in € millions)
|
OMA
|
| Purchase price | Purchase priceOMA1,169 |
| (in € millions)
|
OMA
|
| Provisional goodwill | Provisional goodwillOMA507 |
Provisional goodwill represents the future economic benefits that VINCI expects to derive from the acquisition of OMA. It has been allocated to the VINCI Airports business segment.
Given the date of the acquisition by VINCI Airports, inflows and outflows relating to activities in 2022 have not been recognised either in the Group’s consolidated income statement or in its consolidated cash flow statement for 2022.
On 29 December 2022, VINCI Energies acquired most of Kontron AG’s IT services business. The scope of the transaction covers Germany, Switzerland, Poland and seven other countries in Central and Eastern Europe. Kontron AG specialises in IT systems integration and IT services related to infrastructure and application systems (cloud and data centre infrastructure, enterprise IT networks, cybersecurity, digital workplaces and business applications).
The provisional price for the transaction is €392 million, of which €314 million was paid on 31 December 2022. The entirety of the purchase price has been temporarily allocated to goodwill. Work to harmonise accounting policies and to determine the fair values of the main identifiable assets acquired and liabilities assumed will be carried out within 12 months of the acquisition date.
In 2022 as a whole, these activities would have generated revenue of €375 million and net income of €23 million (unaudited figures). Given the date of the acquisition by VINCI Energies, inflows and outflows in 2022 were not material and have not been recognised either in the Group’s consolidated income statement or in its consolidated cash flow statement for 2022.
In April 2022, VINCI Highways took control of two companies that were previously accounted for under the equity method but are now fully consolidated:
