2 Business Combinations
Acquisition of Deutsche Wohnen SE
The total number of voting shares held by Vonovia in Deutsche Wohnen SE as of June 30, 2022, is 347,728,483. Of these shares, 198,463,161 were tendered as part of the takeover offer, 141,468,495 were acquired on the market or by way of individual agreements and 7,796,827 were added through the conversion of acquired convertible bonds. As of June 30, 2022, this represents 87.60% of the share capital entitled to voting rights. Deutsche Wohnen SE also holds a further 3,362,003 shares as own shares.
As part of the provisional purchase price allocation, the total consideration for the business combination comprises the following:
Acquisition of Deutsche Wohnen – Total consideration
in € billion | |||
Fair value of shares held as of September 30, 2021 | 7.5 | ||
Net cash purchase price component for shares tendered | 10.5 | ||
Total consideration | 18.0 | ||
The allocation of the total purchase price to the acquired assets and liabilities (PPA) of the Deutsche Wohnen Group as of the date of first-time consolidation is based on the financial statements of the Deutsche Wohnen Group as of September 30, 2021, and on the known necessary adjustments to the fair values of the assets and liabilities. As of the date on which the financial statements were prepared, the allocation was only provisional.
The assets and liabilities assumed in the course of the business combination had the following preliminary fair values as of the date of first-time consolidation. There were no changes as against the information reported as of December 31, 2021.
Acquisition of Deutsche Wohnen – Fair values of assets and liabilities assumed in the course of the business combination
in € billion | |||
Investment properties | 28.2 | ||
Financial assets | 1.0 | ||
Cash and cash equivalents | 0.8 | ||
Assets held for sale | 2.2 | ||
Fair value of other assets | 1.4 | ||
Total assets | 33.6 | ||
Provisions | 0.5 | ||
Non-derivative financial liabilities | 11.2 | ||
Deferred tax liabilities | 5.4 | ||
Non-controlling interests | 0.5 | ||
Fair value of other liabilities | 0.7 | ||
Total liabilities | 18.3 | ||
Fair value net assets | 15.3 | ||
Consideration | 18.0 | ||
Non-controlling interests | 2.0 | ||
Goodwill | 4.7 | ||
The non-controlling interests are included based on the share of the assets and liabilities of Deutsche Wohnen SE that have been recognized.
The goodwill represents synergies from the future integration of the Deutsche Wohnen Group, in particular through the shared administration and management of the respective residential units. The goodwill was only provisionally allocated to one or several cash-generating units due to the still provisional allocation of the consideration to assets and liabilities.
In the 2022 fiscal year, the Deutsche Wohnen Group contributed € 2,504.7 million to income, as well as € 674.2 million to profit for the period. This amount includes income of € 136.8 million from the business areas nursing and assisted living.
In the 2022 fiscal year, no transaction costs related to the acquisition of the Deutsche Wohnen Group were recognized in other operating expenses affecting net income.
For detailed information on the effects in the 2021 fiscal year, please refer to note (A) Principles of the Consolidated Financial Statements in Vonovia’s published 2021 Annual Report.