Sale of Interests in Fiscal 2017
Between January 24 and February 9, 2017, WACKER sold a total of 6 percent of the shares of Siltronic AG on the stock exchange. These shares had been held by Wacker-Chemie Dritte Venture GmbH. After this sale, the WACKER Group still held a stake of 51.8 percent in the Siltronic Group.
The proceeds from the sale came to €87.6 million. As WACKER was still the majority shareholder, this transaction was accounted for as a transaction with owners and had no impact on the income statement. The transaction costs, which were minor, were recognized directly in equity. Please refer to the statement of changes in equity for equity-related changes. The changes are shown in a separate line there.
On March 15, 2017, WACKER reduced its stake in Siltronic AG from 51.8 percent to 30.8 percent by means of a bookbuilding offering to institutional investors. The total proceeds from this transaction amounted to €353.2 million, less €3.3 million in related transaction costs. As WACKER had lost control of Siltronic, the segment was deconsolidated as of March 15, 2017. The remaining stake of 30.8 percent in the associate was accounted for using the equity method. The carrying amount of the investment was remeasured at fair value and came to €518.6 million.
The following table shows the assets and liabilities WACKER divested on deconsolidation and a reconciliation to the proceeds from the transaction.
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€ million |
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Carrying Amounts of Divested Assets and Liabilities |
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Intangible assets |
5.2 |
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Property, plant and equipment |
513.2 |
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Securities |
89.3 |
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Inventories |
144.3 |
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Trade receivables |
128.4 |
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Other assets |
33.4 |
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Cash and cash equivalents |
161.4 |
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Total assets |
1,075.2 |
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Provisions for pensions |
-371.3 |
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Financial liabilities |
-41.9 |
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Trade payables |
-82.3 |
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Other liabilities and provisions |
-126.4 |
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Total liabilities |
-621.9 |
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Sum of assets and liabilities |
453.3 |
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Proceeds from Sale |
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Current net income from Siltronic, Q1 2017 |
17.7 |
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Gain associated with loss of control |
617.0 |
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Income from discontinued operations |
634.7 |
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Total divested assets and liabilities of Siltronic (100%) |
453.3 |
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Remeasurement of the remaining equity-accounted shares (30.8%) |
-518.6 |
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Disposal of shares of non-controlling interests in WACKER Group |
-214.7 |
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Pro rata difference from foreign currency translation adjustment |
11.6 |
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Less current net income from Siltronic, Q1 2017 |
-17.7 |
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Costs that cannot be capitalized (taxes, transaction costs) |
4.6 |
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Proceeds from sale |
353.2 |
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Liquidity outflow from deconsolidation of Siltronic |
-161.4 |
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Cash receipts from deconsolidation of Siltronic segment less divested cash |
191.8 |
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In accordance with IFRS 5, the Siltronic segment’s income in Q1 2017 was recognized as discontinued operations. The following table shows the main expenses and income from discontinued operations:
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€ million |
2017 |
2016 |
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Income from Discontinued Operations |
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Sales |
258.0 |
933.4 |
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Other income |
15.3 |
53.8 |
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Expenses |
-251.8 |
-968.8 |
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Current income from discontinued operations before income taxes |
21.5 |
18.4 |
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Income taxes |
-3.8 |
-7.2 |
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Current income from discontinued operations after income taxes |
17.7 |
11.2 |
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Result from measurement adjustments/gain from disposal of discontinued operations (before taxes) |
618.3 |
– |
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Income taxes |
-1.3 |
– |
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Income from discontinued operations (after taxes) |
634.7 |
11.2 |
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Of which attributable to Wacker Chemie AG shareholders |
626.2 |
8.1 |
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Of which attributable to non-controlling interests |
8.5 |
3.1 |
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The fair value of the associate amounted to €518.6 million as of March 31, 2017. The following table shows the remaining difference calculated, as well as the goodwill that remained after the revaluation of assets and is attributable to the stake held by WACKER shareholders. The revalued assets disclosed relate primarily to the intangible assets recognized, such as technology and customer base, as well as to buildings and machinery. The average useful lives are between 5 and 10 years.
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€ million |
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Remeasured equity-accounted stake in Siltronic |
518.6 |
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Pro rata carrying amount of Siltronic equity |
-138.4 |
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Difference before revaluation of assets |
380.2 |
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Step-up of assets attributable to WACKER, including deferred tax liabilities |
-134.5 |
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Remaining goodwill |
245.7 |
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The company valuation as defined in IFRS 3 was concluded in August 2017.