AEG 21604 G Manual de usuario descargar pdf (Pagina 359)

F-118

The following table presents the (unaudited) pro-forma condensed statement of income as if the acquisition had

occurred on January 1, 2009.

In thousands of Euro

Unaudited

Consolidated

results presented

Purchase Price

Allocation

Adjustment for

period Jan 1, 2009

to 10 Sep, 2009

AEG Power

Solutions results

for period

January 1, 2009

to Sep 10, 2009

Pro forma

consolidated

results

Revenues

................................

103,836 - 295,598 399,434

Operating (loss) / profit

................................

(16,830) (22,974) 72,207 32,403

(Loss) / profit after tax

................................

(26,066) (16,018) 46,264 4,180

Relates to continuing operations only.

If the acquisition had occurred on January 1, 2009, management estimate that combined revenues would have

been €399.4 million, combined operating profit €32.4 million and combined net income after taxes would have

been €4.2 million. In determining these pro-forma amounts, management has assumed that the fair value adjust-

ments that arose on the date of acquisition would have been the same if the acquisition had occurred on January

1, 2009. An assumed income tax rate of 30% has been used in calculating the post tax effect of the purchase

price allocation adjustments.

The following summarises the major classes of consideration transferred, and the recognised amounts of assets

acquired and liabilities assumed at the acquisition date:

Purchase Price Consideration

In thousands 2009

Base cash consideration ................................................................................................

..............

200,000

Share consideration................................................................................................

.....................

187,288

Cash and working capital consideration adjustment ................................

................................

22,498

Total purchase price consideration................................................................

..............................

409,786

Contingent Consideration

The Company has agreed to pay the former shareholders of AEG Power Solutions an additional consideration of

maximum €25 million in cash and a maximum of 2.5 million in class A and class B shares on a 50/50 basis sub-

ject to the achievement of certain adjusted EBITDA targets for each of the years 2009, 2010 and 2011. Based on

actual results for 2009 and projections for 2010 and 2011, the Board of Directors consider that that the earn-out

will probably not be achieved for any of the years in question. Accordingly, both the cash and share elements of

the earn-out have been excluded from the determination of the purchase price for the acquisition of AEG Power

Solutions.

Should this contingent consideration become probable the amount of the purchase price and goodwill will be

adjusted.

Under the terms of the earn-out, the Company or any of its subsidiaries may not undergo a change of control

during the earn-out period without, either (a) prior written consent from Ripplewood or (b) the Company first

paying all outstanding amounts of the earn-out that could become due and payable.

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AEG 21604 G Manual de usuario Pagina 359

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AEG 21604 G Manual de usuario Pagina 359

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