3 Change in scope of consolidation and significant transactions

On February 28, 2025 Autoneum acquired a majority stake of 70% in the Chinese automotive supplier Jiangsu Huanyu Group. As a result, Business Group Asia secures access to all major Chinese manufacturers such as BYD, BAIC and GAC, which significantly contributes to the ability to increase its annual revenue.

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition, valued at their fair value.

CHF million

Amounts recognized as of the acquisition date

Tangible assets

49.0

Intangible assets

19.6

Inventories

31.0

Trade receivables1

50.7

Cash and cash equivalents

8.8

Other current and non-current assets

1.8

Income tax assets and liabilities, net

–10.3

Current and non-current financial liabilities

–37.2

Trade payables

–54.0

Other current and non-current liabilities

–2.6

Total underlying net assets acquired

56.9

Total underlying net assets acquired

56.9

Goodwill2

34.2

Non-controlling interests measured at fair value

–27.3

Total consideration

63.7

Deferred consideration

–20.8

Contingent consideration

–1.7

Consideration paid

41.1

Cash and cash equivalents

–8.8

Investments in subsidiary or business, net of cash acquired

32.3

  1. 1 Trade receivables comprise gross contractual amounts due of CHF 52.8 million, of which CHF 2.1 million was expected to be uncollectable at the date of aquisition.
  2. 2 Full goodwill method has been applied.

The total consideration of CHF 63.7 million represents the acquired stake of 70%, of which CHF 1.7 million corresponds to a contingent consideration due in 2028 and represents its fair value at the date of acquisition. The assets acquired and liabilities assumed will be further reviewed during the measurement period and therefore have been measured on a provisional basis at the date of acquisition.

The Group has chosen to recognize the non-controlling interests at its fair value for this acquisition. The fair value of the non-controlling interests in Jiangsu Huanyu Group was estimated with a proportionate value implied by the total consideration for the acquired stake of 70%. Autoneum entered into a forward contract to acquire the non-controlling interests in 2028 (refer to note 5).

The Group incurred acquisition-related costs of CHF 1.8 million on legal fees and due diligence costs. CHF 0.4 million of these costs was recognized as other expenses in profit or loss in the current period, while CHF 1.4 million was recognized as other expenses in profit or loss in the financial year 2024.

In a business combination, the determination of the fair value of the identifiable assets acquired, particularly intangibles, requires estimations which are based on all available information and in some cases on assumptions with respect to the timing and amount of future revenue and expenses associated with an asset. The purchase consideration is allocated to the underlying assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The remaining difference is reported as goodwill or bargain purchase gain. As a result, the purchase price allocation impacts reported assets and liabilities, as well as future net result due to the impact on future depreciation, amortization and impairment charges. The purchase price allocation is subject to a maximum adjustment period of twelve months.

Since the acquisition date, the consolidated revenue of the acquired Jiangsu Huanyu Group amounts to CHF 53.6 million, while the net result of the acquiree amounts to CHF 2.2 million.

If the acquisition had taken place on January 1, 2025, the consolidated revenue of Autoneum would have amounted to CHF 1 189.4 million and the consolidated net result would have amounted to CHF 40.3 million, for the six months ended June 30, 2025.

In 2025, Borgers (Shanghai) Trading Co. Ltd., Shanghai was liquidated.

In the first half-year 2025, Autoneum signed an agreement to acquire all shares of Chengdu FAW-Sihuan Interior Parts Co., Ltd., an automotive supplier for acoustic and thermal management in China. The transaction is scheduled to close at the end of August 2025. The acquisition will be accounted for as a business combination in accordance with IFRS 3 and will be reported through Business Group Asia.