4 Group structure
4.1 Disposals
Bystronic
As of June 8, 2022, Bystronic sold the group company OOO Bystronic Laser, Moscow (Russia). The year 2022 includes net sales and operating profit until June 8, 2022 while the comparative period includes twelve months. The transaction resulted in a loss on sale of CHF 1.4 million, related to translation differences, which is included in “Other operating expenses”.
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. In 2021, the last two business units Chemical Specialities (FoamPartner) and Mammut Sports Group were divested. Both business units are allocated to discontinued operations.
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). The year 2022 includes neither net sales nor operating profit, while the comparative period includes three months. The transaction resulted in a loss on sale of CHF 80.1 million, which was included in “Other operating expenses” in the prior year. 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. The remaining purchase price receivable of CHF 20.0 million was a deferred purchase price payment recognized in 2021 in the position “Other receivables” and was paid in January 2022. The remaining purchase price receivable resulted in a foreign exchange loss of CHF 0.3 million.
On June 30, 2021, Bystronic sold the Mammut Sports Group to Telemos Capital, an investment company based in London (UK). The year 2022 includes neither net sales nor operating profit, while the comparative period comprises six months. The transaction resulted in a loss on sale of CHF 0.3 million, which was recognized in 2021 in the position “Other operating expenses”. The transaction included an earn-out structure of up to CHF 45.0 million. Due to the 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 which has been recognized together with the accrued interest of CHF 2.5 million (previous year: CHF 0.8 million) in the position “Financial assets”.
|
Bystronic |
|
Discontinued operations |
|
||
|
OOO Bystronic Laser |
|
Mammut |
|
FoamPartner |
|
CHF million |
June 8, 2022 |
|
June 30, 2021 |
|
March 31, 2021 |
|
|
|
|
|
|
|
|
Current assets |
0.6 |
|
141.7 |
|
116.5 |
|
Non-current assets |
|
|
54.4 |
|
103.1 |
|
Assets |
0.6 |
|
196.2 |
|
219.7 |
|
Current liabilities |
0.6 |
|
176.6 |
|
138.9 |
|
Non-current liabilities |
|
|
2.2 |
|
12.7 |
|
Liabilities |
0.6 |
|
178.8 |
|
151.7 |
|
Net assets divested |
0.0 |
|
17.4 |
|
68.0 |
|
|
|
|
|
|
|
|
Selling price |
0.0 |
|
42.4 |
|
171.7 |
|
Net assets divested |
–0.0 |
|
–17.4 |
|
–68.0 |
|
Transaction costs |
–0.0 |
|
–6.6 |
|
–13.1 |
|
Recycling of goodwill |
|
|
–2.8 |
|
–152.2 |
|
Recycling of translation differences |
–1.4 |
|
–15.8 |
|
–18.5 |
|
Loss on disposal |
–1.4 |
|
–0.3 |
|
–80.1 |
|
|
|
|
|
|
|
|
Selling price received |
0.0 |
|
42.4 |
|
151.4 |
|
Transaction costs paid |
–0.0 |
|
–5.0 |
|
–9.7 |
|
Cash and cash equivalents disposed of |
–0.6 |
|
–32.5 |
|
–21.7 |
|
Settlement of intercompany receivables and debts |
0.0 |
|
144.9 |
|
110.5 |
|
Granting of vendor loan |
|
|
–60.0 |
|
|
|
Net cash flow 2021 |
|
|
89.8 |
|
230.5 |
|
Deferred purchase price payment |
|
|
|
|
19.7 |
|
Net cash flow 2022 |
–0.6 |
|
|
|
19.7 |
|
Total net cash flow |
–0.6 |
|
89.8 |
|
250.2 |
|
|
|
|
|
|
|
|
4.2 Changes in the scope of consolidation
Changes in the current year
- As of January 1, 2022, FMG Verfahrenstechnik AG, Sulgen (Switzerland) was merged with Bystronic Laser AG, Niederönz (Switzerland).
- On June 8, 2022, Bystronic sold the company OOO Bystonic Laser, Moscow (Russia).
Changes in the previous year
- On March 26, 2021, Bystronic acquired Kurago Software S.L.U, 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% of the 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
|
|
|
|
|
|
Investment in % |
|
Investment in % |
|
Company, domicile |
Notes |
Country |
|
Company capital |
|
direct |
|
indirect |
|
|
|
|
|
|
|
|
|
|
|
Bystronic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA |
|
|
|
|
|
|
|
|
|
Bystronic Laser AG, Niederönz |
|
CH |
CHF |
50,000 |
|
100 |
|
|
|
Bystronic Scandinavia AB, Rosersberg |
|
SE |
SEK |
200,000 |
|
|
|
100 |
|
Bystronic Maschinenbau GmbH, Gotha |
|
DE |
EUR |
3,400,100 |
|
|
|
100 |
|
Bystronic Italia S.r.l., Pieve Emanuele |
|
IT |
EUR |
900,000 |
|
|
|
100 |
|
Bystronic France SASU, Les Ulis |
|
FR |
EUR |
2,500,000 |
|
|
|
100 |
|
Bystronic Deutschland GmbH, Heimsheim |
|
DE |
EUR |
52,000 |
|
|
|
100 |
|
Bystronic Ibérica S.A.U, San Sebastián de los Reyes |
|
ES |
EUR |
262,000 |
|
|
|
100 |
|
Bystronic Austria GmbH, Pasching |
|
AT |
EUR |
300,000 |
|
|
|
100 |
|
Bystronic Benelux B.V., Meerkerk |
|
NL |
EUR |
18,151 |
|
|
|
100 |
|
Bystronic UK Ltd, Coventry |
|
UK |
GBP |
1,200,000 |
|
|
|
100 |
|
Bystronic Sales AG, Niederönz |
|
CH |
CHF |
200,000 |
|
|
|
100 |
|
Bystronic Polska Sp. z o.o., Komorów |
|
PL |
PLN |
1,000,000 |
|
|
|
100 |
|
Bystronic Czech Republic s.r.o., Brno |
|
CZ |
CZK |
6,000,000 |
|
|
|
100 |
|
Bystronic Lazer ve Bükme Makineleri Sanayi ve Ticaret Ltd Şti, Istanbul |
|
TR |
TRY |
660,000 |
|
|
|
100 |
|
OOO Bystronic Laser, Moscow |
1 |
RU |
|
|
|
|
|
|
|
S.C. Bystronic Laser S.R.L., Brasov |
|
RO |
RON |
3,277,000 |
|
|
|
100 |
|
LLC Bystronic Ukraine, Kyiv |
|
UA |
UAH |
172,200 |
|
|
|
100 |
|
FMG Verfahrenstechnik AG, Sulgen |
2 |
CH |
|
|
|
|
|
|
|
Bystronic Hungary Kft, Budaörs |
|
HU |
HUF |
25,000,000 |
|
|
|
100 |
|
Bystronic Automation Technology S.p.A., San Giuliano Milanese |
3 |
IT |
EUR |
250,000 |
|
|
|
100 |
|
Bystronic Tube Processing S.p.A., Cazzago San Martino |
|
IT |
EUR |
750,000 |
|
|
|
100 |
|
Kurago Software, S.L.U, Bilbao |
4 |
ES |
EUR |
3,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
|
|
|
|
|
|
|
|
Bystronic Inc., Hoffman Estates |
|
US |
USD |
250,000 |
|
|
|
100 |
|
Bystronic Mexico S.A. de C.V., Apodaca |
|
MX |
MXN |
2,500,000 |
|
|
|
100 |
|
Bystronic do Brasil Ltda., Colombo |
|
BR |
BRL |
9,000,000 |
|
|
|
100 |
|
Bystronic Canada Ltd, Mississauga |
|
CA |
CAD |
100,000 |
|
|
|
100 |
|
Bystronic Manufacturing Americas LLC, Hoffman Estates |
|
US |
USD |
1,000,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
China |
|
|
|
|
|
|
|
|
|
Bystronic (Shanghai) Co. Ltd., Shanghai |
|
CN |
CNY |
43,406,070 |
|
|
|
100 |
|
Bystronic (Tianjin) Laser Ltd., Tianjin |
|
CN |
CNY |
76,792,070 |
|
|
|
100 |
|
Bystronic (Shenzhen) Laser Technology Co., Ltd., Shenzhen |
|
CN |
CNY |
44,600,000 |
|
|
|
100 |
|
Bystronic (Shanghai) Automation Technology Co., Ltd., Shanghai |
5 |
CN |
CNY |
30,000,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
APAC |
|
|
|
|
|
|
|
|
|
Bystronic Pte. Ltd., Singapore |
|
SG |
SGD |
4,050,000 |
|
|
|
100 |
|
Bystronic Korea Ltd., Anyang |
|
KR |
KRW |
11,600,000,000 |
|
|
|
100 |
|
Bystronic Laser India Private Ltd., Pune |
|
IN |
INR |
602,420 |
|
|
|
100 |
|
Bystronic Japan Ltd., Tokyo |
|
JP |
JPY |
485,000,000 |
|
|
|
100 |
|
Bystronic International Laser Ltd., New Taipei City |
|
TW |
TWD |
5,000,000 |
|
|
|
100 |
|
Bystronic Australia Pte. Ltd., Cranbourne West |
|
AU |
AUD |
100,000 |
|
|
|
100 |
|
Bystronic Vietnam Co. Ltd., Ho Chi Minh City |
|
VN |
VND |
6,798,000,000 |
|
|
|
100 |
|
Bystronic (Thailand) Co., Ltd., Bangkok |
|
TH |
THB |
3,000,000 |
|
|
|
100 |
|
Kurago Asia Ltd., Changwon |
6 |
KR |
KRW |
100,000,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
Corporate entities |
|
|
|
|
|
|
|
|
|
Bystronic Holding Deutschland AG, Leverkusen |
|
DE |
EUR |
6,000,000 |
|
100 |
|
|
|
Conzzeta Management AG, Zurich |
|
CH |
CHF |
100,000 |
|
100 |
|
|
|
Bystronic Grundstücksverwaltungs GmbH, Leverkusen |
|
DE |
EUR |
50,000 |
|
|
|
100 |
|
Bystronic Vermögensverwaltungs GmbH & Co. KG, Leverkusen |
|
DE |
EUR |
100,000 |
|
|
|
100 |
|
Kureta GmbH, Leverkusen |
|
DE |
EUR |
100,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
FoamPartner |
|
|
|
|
|
|
|
|
|
FoamPartner Switzerland AG, Wolfhausen |
7 |
CH |
|
|
|
|
|
|
|
FoamPartner Leverkusen GmbH, Leverkusen |
7 |
DE |
|
|
|
|
|
|
|
Frina Mousse France S.à r.l., Wittenheim |
7 |
FR |
|
|
|
|
|
|
|
Büttikofer AG, Gontenschwil |
7 |
CH |
|
|
|
|
|
|
|
FoamPartner Holding AG, Zug |
7 |
CH |
|
|
|
|
|
|
|
FoamPartner Trading (Shanghai) Ltd., Shanghai |
7 |
CN |
|
|
|
|
|
|
|
FoamPartner Polyurethane Materials (Changzhou) Co. Ltd., Changzhou |
7 |
CN |
|
|
|
|
|
|
|
FoamPartner Singapore Pte. Ltd, Singapore |
7 |
SG |
|
|
|
|
|
|
|
FoamPartner Delmenhorst GmbH, Delmenhorst |
7 |
DE |
|
|
|
|
|
|
|
FoamPartner Germany GmbH, Duderstadt |
7 |
DE |
|
|
|
|
|
|
|
FoamPartner Converting Center GmbH, Duderstadt |
7 |
DE |
|
|
|
|
|
|
|
FoamPartner Americas, Inc., Wilmington DE |
7 |
US |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mammut Sports Group |
|
|
|
|
|
|
|
|
|
Mammut Sports Group AG, Seon |
8 |
CH |
|
|
|
|
|
|
|
Mammut Sports Group GmbH, Wolfertschwenden |
8 |
DE |
|
|
|
|
|
|
|
Mammut Sports Group, Inc., Williston VT |
8 |
US |
|
|
|
|
|
|
|
Mammut Ajungilak AS, Oslo |
8 |
NO |
|
|
|
|
|
|
|
Mammut Sports Group Japan Inc., Tokyo |
8 |
JP |
|
|
|
|
|
|
|
Mammut UK Ltd, Macclesfield |
8 |
GB |
|
|
|
|
|
|
|
Mammut Outdoor Equipment (Beijing) Co. Ltd, Beijing |
8 |
CN |
|
|
|
|
|
|
|
Mammut Sports Group Asia Ltd, Hong Kong |
8 |
HK |
|
|
|
|
|
|
|
Mammut France, Epagny Metz-Tessy |
8 |
FR |
|
|
|
|
|
|
|
Mammut Sports Group Austria GmbH, Steyr |
8 |
AT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Divested as per June 8, 2022
2 Merger with Bystronic Laser AG as per January 1, 2022
3 Increase of investment from 70% to 100% on November 30, 2021
4 Acquisition as of March 26, 2021
5 Foundation as per August 10, 2021
6 Foundation as per August 4, 2021
7 Divested as of March 31, 2021
8 Divested as of June 30, 2021