4 Scope of Consolidation and Business Combinations
All in all, and including Vonovia SE, 654 companies (December 31, 2021: 736) – thereof 429 (December 31, 2021: 441) domestic companies and 225 (December 31, 2021: 295) foreign companies – have been included in the consolidated financial statements as of December 31, 2022. The two domestic companies with which joint activities were performed in the previous year are now included in the consolidated financial statements for the first time due to increases in the interests held. In addition, 25 (December 31, 2021: 25) domestic companies and one (December 31, 2021: one) foreign company were included as joint ventures and five domestic companies (December 31, 2021: five) and three (December 31, 2021: two) foreign companies were included as associates accounted for using the equity method.
Three (December 31, 2021: three) foreign companies are no longer included in the scope of consolidation as they are no longer considered to be material. These companies are shown as non-consolidated affiliated companies.
For all subsidiaries included in the consolidated financial statements, the reporting date is December 31.
The list of Vonovia shareholdings is appended to the Notes to the consolidated financial statements as an integral part thereof.
Companies that have made use of the exemption provision set out in Section 264 (3) of the German Commercial Code (HGB) are marked accordingly in the list of shareholdings.
The year-on-year changes in the consolidated companies as of December 31, 2022 result from five acquisitions, two reallocations that have already been mentioned above, one newly established company, 66 mergers, 18 sales, four accruals and two liquidations. The addition to associates is due to a reallocation following the assumption of control.
Acquisition of Deutsche Wohnen SE
The total number of voting shares held by Vonovia SE in Deutsche Wohnen SE as of December 31, 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 December 31, 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 final 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
Net cash purchase price component for shares tendered
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 necessary adjustments to the fair values of the assets and liabilities.
The allocation of the total purchase price was finalized as of September 30, 2022. The assessment of the measurement of the acquired joint ventures and associates was adjusted as against December 31, 2021. This reassessment, based on the information available as of the date of consolidation, reduces the fair value of other assets by € 123.6 million.
The assets and liabilities assumed in the course of the business combination had the following fair values as of the date of first-time consolidation on September 30, 2021.
Acquisition of Deutsche Wohnen – Fair values of assets and liabilities assumed in the course of the business combination
in € billion
Cash and cash equivalents
Assets held for sale
Fair value of other assets
Non-derivative financial liabilities
Deferred tax liabilities
Fair value of other liabilities
Fair value net assets
The non-controlling interests are included based on the share of the assets and liabilities of Deutsche Wohnen that have been recognized.
The goodwill represents synergies from the expected integration of the Deutsche Wohnen Group, in particular through the shared administration and management of the respective residential units. Goodwill was definitively allocated to one or several cash-generating units as of September 30, 2022, with the prior-year figures being adjusted accordingly.
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.