403 Life Is On | Schneider Electric www.se.com Financial Statements 5. Chapter 5 – Consolidated financial statements at December 31, 2021 Follow-up on acquisitions and divestments occurred in 2020 with significant effect in 2021 Acquisitions RIB Software SE On February 13, 2020, the Group announced its intention to launch a voluntary public tender for the acquisition of 100% of the shares of RIB Software SE for a total valuation of EUR 1.5 billion. On March 25, 2020, the Group acquired approximately 9.99% of the capital of the company, outside the takeover offer. On July 10, 2020, the Group announced the successful completion of the voluntary public takeover offer. As of December 31, 2020, the Group owned 87.64% of the capital of RIB Software, fully consolidated within Energy Management reporting segment. The Group held a put option agreement on 9.1% of minority interests, valued at EUR 137 million, with a maturity date in 2024. On June 10, 2021, the Group purchased 9.1% of the non-controlling interests for a consideration of EUR 223 million. The previous put agreement and related debt have been cancelled. On July 5, 2021, the Group submitted the formal request to RIB Software SE that the General Meeting of RIB Software SE shall resolve to transfer the shares of the remaining shareholders (minority shareholders) to Schneider Electric Investment AG for an appropriate cash compensation (so-called squeeze out under stock corporation law). As of December 31, 2021, the squeeze out has been completed and the Group owns 100% of RIB Software SE. The purchase accounting resulting from the acquisition is completed at the closing date. As of December 31, 2021, the purchase accounting adjustments amount to EUR 211 million, and resulted mainly in the identification of intangible assets (technologies, trademark and customer relationship). The Goodwill recognized amounts to EUR 1,128 million as of December 31, 2021. Larsen & Toubro On May 1 st , 2018, Schneider Electric, partnering with Temasek, a global investment company headquartered in Singapore, reached an agreement to buy Larsen & Toubro’s Electrical & Automation business. On August 31, 2020, the Group completed the transaction to combine Schneider Electric India’s Low Voltage and Industrial Automation Products business and Larsen and Toubro (“L&T”) Electrical and Automation business, for a consideration paid of EUR 1,571 million. Temasek took 35% stake in the combined business for EUR 530 million. The partnership with Temasek resulted in the dilution of the Group’s interests within Schneider Electric India’s Low Voltage and Industrial Automation Products business, and in the recognition of a gain of EUR 191 million in the Group’s share of equity in 2020. L&T is fully consolidated since September 1, 2020, and reports within both Energy Management and Industrial Automation reporting segments. The purchase accounting as per IFRS 3R is completed as of December 31, 2021. At acquisition date, the net adjustment of the opening balance sheet is EUR 286 million. The main identifiable intangible assets recognized as of December 31, 2021 are technology for EUR 111 million, customer relationship for EUR 380 million and trademark for EUR 83 million. Contingent liabilities assumed mainly relates to environment, health and safety (EHS) risk for EUR 78 million as of December 31, 2021. The goodwill recognized amounts to EUR 1,117 million as of December 31,2021. Exchange rate changes Fluctuations in the euro exchange rate in 2021 led to an impact of EUR (273) million on consolidated revenue and of EUR (40) million on adjusted EBITA mainly due to the devaluation of the U.S. dollar against Euro.
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