4. Group structure

4.1 Discontinued operations

On December 9, 2019, Bystronic (reported before the change of name by the holding company Conzzeta AG) announced the decision of the Board of Directors to focus the group on the Bystronic business unit. The other business units were to be sold within the year, market conditions permitting. The Chemical Specialities (Schmid Rhyner and FoamPartner) and Mammut Sports Group business units are allocated to discontinued operations. All companies of the business units are affected by the sale.

Effective February 28, 2020, Bystronic sold the activities of Schmid Rhyner to the German specialty chemicals group Altana. Net sales and operating profit for 2020 cover a two-month period. The transaction resulted in a gain on sale of CHF 47.4 million, which was recognized in the position “Other operating income”.

As of March 31, 2021, Bystronic sold the FoamPartner activities to Recticel, the Belgian polyurethane chemicals specialist based in Brussels and listed on Euronext (REC). Net sales and operating profit for 2021 cover three months, while the comparative period covers twelve months. The transaction resulted in a loss on sale of CHF 80.1 million, which is included in “Other operating expenses”. The remaining purchase price receivable of CHF 20.0 million is a deferred purchase price payment recognized in the position “Other receivables” and was paid in January 2022. The loss on sale includes goodwill in the amount of CHF 152.2 million, which was offset against equity at the time of the acquisition.

As of June 30, 2021, Bystronic sold the Mammut Sports Group business to Telemos Capital, an investment company based in London (UK). Net sales and operating profit for the year 2021 comprise six months, while the comparative period comprises twelve months. The transaction resulted in a loss on sale of CHF 0.3 million, which was recognized in the position “Other operating expenses”. The transaction includes an earn-out structure of up to CHF 45.0 million. Due to the estimated earn-out relevant result as of December 31, 2021, no fair value for the earn-out is included in the loss on sale. The parties also agreed on an interest-bearing vendor loan of CHF 60.0 million, which will be repaid by the buyer by January 2027 at the latest and has been recognized together with the accrued interest of CHF 0.8 million in the position “Financial assets”.

4.2 Changes in the scope of consolidation

Changes in the previous year

• As of February 28, 2020, Bystronic sold the activities of Schmid Rhyner.
• On May 1, 2020, Bystronic acquired the business of Weber Laserservice BV, Heteren (Netherlands). The acquisition price amounted to CHF 1.7 million. The transaction resulted in goodwill of CHF 0.8 million, which was offset against equity.
• On June 5, 2020, Bystronic founded the sales and service company Bystronic (Thailand) Co., Ltd. in Bangkok.
• As of September 30, 2020, Bystronic Laser AG, Niederönz (Switzerland), acquired the remaining 30% capital shares in Shenzhen DNE Laser Science and Technology Co. Ltd, Shenzen (China), from the minority shareholder. Bystronic now owns 100% of the voting and capital shares in the company. The acquisition price for the remaining 30% of the shares amounted to CHF 58.9 million (including transaction costs of CHF 0.6 million), which was offset against equity.
• As of December 30, 2020, the company Mammut Korea Inc., Seoul (Korea), was liquidated. The goodwill of CHF 2.2 million, which was offset against equity at the time of acquisition, was recorded via the position “Other operating expenses”.

Changes in the current year

• On March 26, 2021, Bystronic acquired Kurago Software S.L., Bilbao (Spain). The acquisition price amounted to CHF 0.5 million. The transaction resulted in goodwill of CHF 0.5 million, which was offset against equity. Cash and cash equivalents of CHF 1.2 million were acquired.
• As of March 31, 2021, Bystronic sold the activities of FoamPartner.
• As of June 30, 2021, Bystronic sold the business unit Mammut Sports Group.
• On August 4, 2021, Bystronic founded the company Kurago Asia Ltd., Changwon (Korea).
• On August 10, 2021, Bystronic founded the production company Bystronic (Shanghai) Automation Technology Co., Shanghai (China).
• As of November 30, 2021, Bystronic Laser AG, Niederönz (Switzerland), acquired the remaining 30% capital shares in Bystronic Automation Technology S.p.A. (formerly ANTIL S.p.A.), San Giuliano Milanese (Italy), from the minority shareholder. Bystronic now owns 100% of the voting and capital shares in the company. The acquisition price for the remaining 30% of the shares amounted to CHF 13.4 million (including transaction costs of CHF 0.1 million), which was offset against equity.

4.3 Group companies