Page 82 - EVRY Annual Report 2012

Annual Accounts Group 82
Changes in group structure
Changes in group structure 2012
The group increased its shareholding in Span Infotech to 100 % with effect from 29 February 2012. The increase in
ownership interest in this company is consistent with the group’s global sourcing strategy and the group’s require­
ments for access to this type of expertise.
The group acquired 100 % of the share capital of the companies Pragma Drift AS and Pragma AS with effect from 1
April 2012. Estimated goodwill of NOK 26.0 million was recognised in connection with the acquisition, and relates
to the expertise of the companies’ employees in terms of regional expertise, industry expertise and IT technical ex-
pertise. The acquisition of the Pragma companies is important for EVRY’s regional focus and closeness to customers.
Changes in group structure 2011
The group subsidiary company EDB Card Services AS acquired 100 % of the share capital of Experian Decision
Analytics AS with effect from 13 May 2011. Estimated goodwill of NOK 14.6 million was recognised in connection
with the acquisition, and relates to the company’s position and expertise in the areas of surveillance and discov-
ery of fraudulent use of debit and credit cards. The acquisition was carried out in order to strengthen the group’s
growth and market position in this area.
The group increased its shareholding in Infopulse from 60.1 % to 100 % with effect from 1 July 2011. The increase in
ownership interest in this company is consistent with the group’s global sourcing strategy and the group’s require-
ments for access to this type of expertise.
The minority shareholders in the group’s Ukrainian subsidiary Miratech exercised their put option to sell their
shares in the company to EDB ErgoGroup for USD 7.1 million, effective 16 September. Through the exercise of this
option, EDB ErgoGroup became the owner of 100 % of the share capital of Miratech. EDB ErgoGroup subsequently
sold 100 % of its shares in Miratech as part of the company’s program to refocus its investment in the Ukraine.
These transactions resulted in a write-down of goodwill of NOK 28.6 million.
Changes in group structure in 2010
The merger between EDB Business Partner ASA (EDB) and ErgoGroup ASA was carried out with accounting effect as
of 30 September 2010, which corresponds with the time at which control was established and all material matters
that might have prevented the merger proceeding had been completed or resolved. Legal completion of the merger
was carried out with effect from 14 October 2010.
The merger was carried out on the basis of an exchange ratio between EDB and ErgoGroup AS of 53:47
(EDB:ErgoGroup). The entire consideration for the business combination was fully settled by the issuance of new
shares in EDB to Posten, the sole shareholder of ErgoGroup. 81,064,078 new shares were issued, each of nominal
value NOK 1.75, through an increase of the share capital of EDB by NOK 141,862,137. In total, consideration for the
merger was NOK 1,874,294,000. The merger involved EDB taking over 100% of the share capital of ErgoGroup AS.
Since both the companies were controlled by the same owner, the Kingdom of Norway, the merger was carried
out with accounting continuity. Accordingly, no new valuations were made of the assets and liabilities transferred
from ErgoGroup. Transaction costs totalling NOK 24 million were incurred in connection with the merger, and are
reported as part of other operating costs in the profit and loss account. These costs also affect the cash flow from
operations reported in the cash flow analysis. This amount represents EDB’s share of the total transaction costs.
Comparable figures in the consolidated accounts have not been restated as a result of the merger. Accordingly, the
consolidated accounts include financial figures for ErgoGroup for the period 1 October 2010 to 31 December 2010.
Consolidated figures for the merged EDB ErgoGroup ASA group at 30 September 2010 are presented below.
Consolidated figures are for infomation purposes also presented for the year 2010.
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