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On 31 August 2023, the Demant Group
acquired 100% of the shares in Flemming
& Klingbeil, which operates hearing clinics
across Berlin, Germany.
On 31 August 2023, the Demant Group
acquired all the hearing aid-related
activities of Goed Hulpmiddelen. The
transaction was structured as an asset
purchase. The activities in Goed
Hulpmiddelen consist of hearing clinics in
the northern part of Belgium. The
activities were integrated into our existing
retail business in Belgium.
In addition, the Demant Group made a
number of other minor acquisitions in
North America and Europe in 2023.
In 2022, the Demant Group acquired
100% of the shares in Sheng Wang, first
20% as a minority investment on 4 March
2022 and subsequently the remaining
80% of the shares on 1 July 2022.
Acquisitions in Embla Medical
In 2023, Embla Medical made a number of
minor acquisitions. In 2022, Embla
Medical acquired 100% of the shares in
Naked Prosthetics, a leading provider of
mechanical finger prosthesis for finger
and partial hand amputees.
Accounting treatment
In respect of the acquisitions, the Group
paid a total acquisition cost of DKK 1,091
million, which exceeded the fair values of
the acquired assets, liabilities and
contingent liabilities. Such positive
balances in value can be attributed to
expected synergies between the activities
of the acquired entities and our existing
activities, to the future growth
opportunities and to the value of staff
competencies in the acquired businesses.
These synergies are not recognised
separately from goodwill, as they are not
separately identifiable. Total goodwill
recognised in respect of the acquisitions
made in 2023 amounted to DKK 1,128
million.
Of the total acquisitions made in 2023, the
fair value of the estimated contingent
considerations in the form of earn-outs or
deferred payments accounted for DKK
157 million (DKK 660 million in 2022).
Earn-outs depend on the results of the
acquired entities for a period of 1-5 years.
The maximum of earn-outs and other
contingent considerations related to the
acquisitions are estimated to be DKK 159
million (DKK 753 million in 2022),
excluding Virtualis where the earn-out
that is not capped.
The fair values of acquisitions are not
considered final until 12 months after the
acquisition date. Adjustments to
acquisitions completed more than 12
months prior to the time of the
adjustments, including changes in
estimated contingent considerations, are
recognised in the income statement.
In 2023, adjustments were made to the
preliminary recognition of acquisitions
recognised in 2022. These adjustments
relate to payments made, contingent
considerations provided as well as net
assets and goodwill acquired. The impact
of these adjustments on goodwill was DKK
5 million (DKK 11 million in 2022) and DKK
2 million (DKK 2 million in 2022) on
contingent consideration.
In 2023, adjustments were also made to
contingent considerations related to
acquisitions before 2022. These
adjustments amount to DKK 5 million
(DKK 32 million in 2022) and are
recognised as part of distribution costs for
acquisitions.
Step-up acquisitions
At the time of acquisition of non-
controlling interests, the shares of the
acquisitions are measured at their
proportionate share of the total fair value
of the acquired entities, including
goodwill. On obtaining a controlling
interest through step acquisitions,
previously held non-controlling interests
are, at the time of obtaining control,
remeasured at fair value with fair value
adjustments recognised in the income
statement.
The total impact on the income statement
of fair value adjustments of non-
controlling interests in step acquisitions
was DKK 27 million (DKK 14 million in
2022).
The above statements of fair values of
acquisitions are not considered final until
12 months after the acquisition date.
Transaction costs
Transaction costs in connection with
acquisitions made in 2023 amounted to
DKK 14 million (DKK 15 million in 2022),
which were recognised in distribution
costs.
Acquired assets and proforma figures
The acquired assets include contractual
receivables amounting to DKK 59 million
(DKK 69 million in 2022) of which DKK 1
million (DKK 2 million in 2022) was thought
to be uncollectible at the date of the
acquisition. Of total goodwill in the
amount of DKK 1,128 million (DKK 2,771
million in 2022), DKK 209 million (DKK 202
million in 2022) can be amortised for tax
purposes.
Revenue and profit after tax generated by
the acquired enterprises since our
acquisition in 2023 amount to DKK 319
million (DKK 405 million in 2022) and DKK
14 million (DKK -18 million in 2022),
respectively. Had such revenue and profit
been consolidated on 1 January 2023, we