(6) Acquisitions and divestments
Accounting and measurement policies
Business combinations
The balance sheet items goodwill, other intangible assets and deferred tax liabilities are significantly influenced by purchase price allocations conducted within the scope of business combinations. As observable market prices are mostly not available for the acquired other intangible assets, the Group regularly relies on the expertise of external professionals when it comes to business combinations. The following overview shows the methods typically used to measure intangible assets within the scope of purchase price allocations:
|
|
Measurement method for determining fair value |
|---|---|---|
Customer relationships |
|
Multi-period excess earnings method |
Technology |
|
Relief from royalty method |
Trademark |
|
Relief from royalty method |
With the exception of the tax effect, results from foreign currency hedging of expected business combinations that meet the requirements for hedge accounting are offset against the carrying amount of the net assets acquired.
Where management considers it to be appropriate, the optional concentration test set out in IFRS 3.B7B is applied in individual transactions in order to determine the accounting presentation of the transaction in the Consolidated Financial Statements.
Significant discretionary decisions and sources of estimation uncertainty
Business combinations
In particular, estimation uncertainty and discretionary decisions in conjunction with purchase price allocation relate to:
The planning of future cash flows
The customer churn rate, which indicates how existing customer relationships will change in the future
The license rate for technologies, which estimates royalty savings on the basis of comparable transactions of similar technologies
The discount factor, which is applied for maturity and risk-based discounting of expected cash inflows
The useful life and the degree of technical obsolescence, which depend on assumptions about technological developments, among other things
Divestments
The assessment as to when a non-current asset, disposal group or discontinued operation meets the prerequisites of IFRS 5 for classification as “held for sale” is subject to discretionary judgment. Even in the case of an existing management decision to review a disposal, an uncertain assessment has to be made as to the probability of whether and at what time a corresponding disposal will occur.
Acquisitions in the fiscal year
Acquisition of SpringWorks Therapeutics, Inc., United States
On July 1, 2025, the Group successfully completed the acquisition of SpringWorks Therapeutics, Inc., United States (SpringWorks), after obtaining the necessary regulatory clearances and satisfying the closing conditions; the agreement had been announced on April 28, 2025. SpringWorks specializes in developing and commercializing therapies for rare tumors. The acquisition strengthens the activities of the Healthcare business sector in this field. SpringWorks’ portfolio features two approved products: Ogsiveo® (nirogacestat), the first systemic therapy for desmoid tumors in adults, and Gomekli®/Ezmekly® (mirdametinib), the first and only medicine for both adults and children aged two years and older with NF1-associated plexiform neurofibromas (NF1-PN). Moreover, the acquisition strengthens our presence in the U.S. market and supports the growth of the Healthcare business sector.
The total purchase price in accordance with IFRS 3 for 100% of the voting rights amounted to US$ 3,778 million (€ 3,207 million) in cash. No contingent consideration was agreed. In the Consolidated Cash Flow Statement, € 2,898 million has been reported as net cash outflows from acquisitions for this acquisition. The difference in relation to the total purchase price resulted from the deduction of acquired cash and cash equivalents as well as from exchange rate effects, since part of the purchase price was paid after July 1, 2025, and translated at the transaction-day exchange rate.
Transactions relating to the acquisition, but not part of the IFRS 3 purchase price, arose from former share-based compensation and former stock options of SpringWorks employees, which were converted at the acquisition date into the right to receive a fixed amount in cash. In addition, for certain employees, there were individual loyalty bonus arrangements and severance agreements. With the exception of the severance agreements, all the payments are contingent upon contractually agreed continued employment. The resulting obligations are accrued over the remaining employment period and recognized in profit or loss in the Consolidated Income Statement. The allocation in the Consolidated Income Statement is based on the functional assignment of the respective employees. In the balance sheet, they are recognized within the items for other non-financial liabilities. From the transactions described above, the Group recognized an expense of € 78 million through profit or loss in the Consolidated Income Statement for fiscal 2025, which was allocated to functional areas as follows:
€ million |
|
2025 |
|---|---|---|
Marketing and selling expenses |
|
-26 |
Administration expenses |
|
-19 |
Research and development costs |
|
-33 |
In addition, consulting services related to the acquisition of SpringWorks amounting to € 41 million were recorded under other operating expenses.
The accounting for the business combination was not yet complete as of the balance sheet date. This related to the valuation of acquired intangible assets for therapies involving the ingredients nirogacestat and mirdametinib that have been approved or are undergoing approval, and the development activities that have been taken over, due to the fact that the analysis of the parameters influencing the valuation had not yet been completed, as well as the tax loss carried forward in the USA with regard to usability and valuation due to the transfer of control.
The preliminary difference of € 580 million was recognized as goodwill. It includes expected synergies resulting from the integration of SpringWorks into the Group and unrecognized intangible assets such as the expertise of the workforce.
The goodwill is denominated in U.S. dollars and was allocated to the Healthcare business sector in full. As a result of foreign exchange developments, it increased from € 580 million on first-time recognition to € 582 million as of December 31, 2025. As expected, it is not tax deductible.
Material contingent liabilities were not identified as part of purchase price allocation.
For the period between the acquisition and December 31, 2025, the legacy SpringWorks business contributed € 188 million to Group net sales as well as € -148 million to net income after taxes. This result also includes higher cost of sales due to the step-up of the acquired inventories to fair values as well as the amortization of assets identified and remeasured during purchase price allocation.
Assuming the first-time consolidation of SpringWorks as of January 1, 2025, sales of the Group for the period would have been € 21,222 million (compared with reported net sales of € 21,102 million), and net income after taxes would have been € 2,246 million (compared with reported net income after taxes of € 2,615 million). The amounts stated take into account additional expenses that would have been recognized if the adjustments to inventories and intangible assets had been made as of January 1, 2025.
Preliminary fair values and carrying amounts acquired in the acquisition
€ million |
|
SpringWorks |
|---|---|---|
Non-current assets |
|
|
Other intangible assets |
|
2,696 |
Property, plant and equipment |
|
13 |
Other non-current assets |
|
1 |
Deferred tax assets |
|
282 |
|
|
2,992 |
Current assets |
|
|
Inventories |
|
65 |
Trade and other current receivables |
|
48 |
Cash and cash equivalents |
|
308 |
Other current assets |
|
11 |
|
|
432 |
Total assets |
|
3,423 |
|
|
|
Non-current liabilities |
|
|
Other non-current provisions and liabilities |
|
6 |
Deferred tax liabilities |
|
613 |
|
|
619 |
Current liabilities |
|
|
Trade payables and other liabilities |
|
19 |
Other current liabilities and provisions |
|
158 |
|
|
177 |
Total liabilities |
|
796 |
|
|
|
Net assets acquired |
|
2,627 |
|
|
|
Purchase price for the acquisition of shares in accordance with IFRS 3 |
|
3,207 |
Positive difference (goodwill) |
|
580 |
Acquisitions in the previous year
Acquisition of Mirus Bio LLC, United States
On July 31, 2024, the Group completed the acquisition of the life science company Mirus Bio LLC, United States (Mirus Bio). With the acquisition of Mirus Bio, the Group is pursuing the strategic goal of offering solutions for every stage in the production of viral vectors.
As of the preparation of the Consolidated Financial Statements 2025, a final purchase price allocation was in place, taking into account a valuation report from an external expert. The purchase price in accordance with IFRS 3 for 100% of the voting rights amounted to US$ 617 million (€ 570 million) in cash. No contingent consideration was agreed.
As part of the purchase price allocation, primarily intangible assets and deferred tax liabilities were remeasured. The final difference of € 366 million was recognized as goodwill and allocated in full to the Life Science business sector. It includes expected synergies resulting from the integration of Mirus Bio into the Group, expected revenues from technical innovations and developments that go beyond the current product, development and customer portfolios, and unrecognized intangible assets such as the expertise of the workforce. As expected, the goodwill is not tax deductible. The goodwill, denominated in U.S. dollars, changed due to foreign exchange development from € 366 million at initial recognition to € 380 million as of December 31, 2024, and to € 337 million as of December 31, 2025.
Acquisition of Unity-SC SAS, France
The Group acquired Unity-SC SAS, France (Unity-SC), effective October 31, 2024. Unity-SC is a provider of metrology and inspection instrumentation for the semiconductor industry. Its acquisition complements and rounds off the expertise and the portfolio of the Optronics business unit in the Electronics business sector.
As of the preparation of the Consolidated Financial Statements 2025, a final purchase price allocation was in place. Potential payments of identified contingent consideration amounting to a maximum of € 46 million were valued at € 10 million within the scope of the purchase price allocation, and as of December 31, 2025, the contingent consideration was valued at € 7 million. Together with the agreed cash payments of € 142 million, the purchase price in accordance with IFRS 3 for 100% of the voting rights amounted to € 153 million. The contingent consideration essentially depends on the achievement of the agreed sales milestones.
As part of the purchase price allocation, primarily intangible assets and deferred tax liabilities were remeasured. The final difference of € 105 million was recognized as goodwill and allocated in full to the Electronics business sector. It includes expected synergies resulting from the integration of Unity-SC into the Group, expected revenues from technical innovations and developments that go beyond the current product, development and customer portfolios, and unrecognized intangible assets such as the expertise of the workforce. As expected, the goodwill is not tax deductible.
Acquisition of Hub Organoids Holding B.V., Netherlands
The Group acquired all of the shares in Hub Organoids Holding B.V., Netherlands (Hub Organoids), effective December 23, 2024. Hub Organoids possesses a foundational patent portfolio for organoids.
As of the preparation of the Consolidated Financial Statements 2025, a final purchase price allocation was in place. Potential payments of identified contingent consideration amounting to a maximum of € 40 million were recognized with a value of € 18 million within the scope of the purchase price allocation. Together with the agreed cash payments of € 85 million, the purchase price in accordance with IFRS 3 for 100% of the voting rights amounted to € 104 million. The contingent consideration essentially depends on the achievement of the agreed product development and sales milestones. In fiscal 2025, contingent consideration of € 15 million was paid due to the achievement of certain product development-related milestone conditions. The remaining contingent consideration was valued at € 2 million as of December 31, 2025.
Part of the purchase price was assigned to intangible assets and deferred tax liabilities within the scope of the purchase price allocation. The final difference of € 74 million was recognized as goodwill and allocated in full to the Life Science business sector. It includes expected synergies resulting from the integration of Hub Organoids into the Group, expected revenues from technical innovations and developments that go beyond the current product, development and customer portfolios, and unrecognized intangible assets such as the expertise of the workforce. As expected, the goodwill is not tax deductible.
Fair values and carrying amounts acquired in the acquisitions
€ million |
|
Mirus Bio |
|
Other acquisitions |
|---|---|---|---|---|
Non-current assets |
|
|
|
|
Other intangible assets |
|
249 |
|
69 |
Property, plant and equipment |
|
3 |
|
7 |
Other non-current assets |
|
– |
|
2 |
Deferred tax assets |
|
– |
|
6 |
|
|
252 |
|
84 |
Current assets |
|
|
|
|
Inventories |
|
5 |
|
28 |
Trade and other current receivables |
|
2 |
|
13 |
Cash and cash equivalents |
|
16 |
|
7 |
Other current assets |
|
2 |
|
8 |
|
|
25 |
|
56 |
Total assets |
|
276 |
|
140 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Other non-current provisions and liabilities |
|
1 |
|
3 |
Deferred tax liabilities |
|
68 |
|
18 |
|
|
69 |
|
21 |
Current liabilities |
|
|
|
|
Trade payables and other liabilities |
|
3 |
|
27 |
Other current liabilities and provisions |
|
– |
|
15 |
|
|
3 |
|
42 |
Total liabilities |
|
72 |
|
63 |
|
|
|
|
|
Net assets acquired |
|
204 |
|
78 |
|
|
|
|
|
Purchase price for the acquisition of shares in accordance with IFRS 3 |
|
570 |
|
256 |
Positive difference (goodwill) |
|
366 |
|
179 |
Completed adjustments to the previous-year Consolidated Balance Sheet to reflect the purchase price allocations
€ million |
|
Dec. 31, 2024 as reported |
|
Adjustments from purchase price allocation |
|
Dec. 31, 2024 adjusted |
|---|---|---|---|---|---|---|
Non-current assets |
|
|
|
|
|
|
Goodwill |
|
19,152 |
|
-45 |
|
19,107 |
Other intangible assets |
|
6,282 |
|
69 |
|
6,351 |
Property, plant and equipment |
|
10,025 |
|
– |
|
10,025 |
Other non-current assets |
|
1,345 |
|
– |
|
1,345 |
Deferred tax assets |
|
1,312 |
|
6 |
|
1,318 |
|
|
38,116 |
|
30 |
|
38,146 |
Current assets |
|
|
|
|
|
|
Current assets |
|
13,450 |
|
– |
|
13,450 |
|
|
13,450 |
|
– |
|
13,450 |
Total assets |
|
51,567 |
|
29 |
|
51,596 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Equity |
|
29,988 |
|
2 |
|
29,989 |
|
|
29,988 |
|
2 |
|
29,989 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Other non-current provisions and liabilities |
|
9,393 |
|
9 |
|
9,402 |
Deferred tax liabilities |
|
892 |
|
18 |
|
909 |
|
|
10,285 |
|
27 |
|
10,312 |
Current liabilities |
|
|
|
|
|
|
Trade payables and other liabilities |
|
2,275 |
|
– |
|
2,275 |
Other current liabilities |
|
9,020 |
|
1 |
|
9,021 |
|
|
11,294 |
|
1 |
|
11,295 |
Total equity and liabilities |
|
51,567 |
|
29 |
|
51,596 |
Divestments
Divestment of the Surface Solutions business unit
On July 25, 2024, the Group announced that it had signed an agreement to divest the Surface Solutions business unit of the Electronics business sector to Global New Material International Holdings Ltd. (GNMI), Cayman Islands. The agreement comprises the majority of the global production, sales and development activities of the Surface Solutions business unit. The transaction was completed on July 31, 2025, following approval from all relevant regulatory authorities and the establishment of independent Surface Solutions legal entities in certain jurisdictions. The purchase price recognized after purchase price adjustments for transferred cash and financial liabilities amounted to € 669 million, of which € 651 million became cash effective as of the balance sheet date. The net gain of € 114 million was recognized under other operating income.
The reconciliation from the sale proceeds to the preliminary gain on disposal before tax was as follows:
€ million |
|
2025 |
|---|---|---|
Sale proceeds |
|
669 |
Less net assets divested |
|
-597 |
Subtotal |
|
72 |
|
|
|
Transaction costs related to the disposal |
|
-74 |
Realized currency translation effects from currency translation |
|
116 |
Disposal gain before tax |
|
114 |
The following assets and liabilities of the disposal group were sold:
€ million |
|
July 31, 2025 |
|---|---|---|
Goodwill |
|
162 |
Property, plant and equipment |
|
121 |
Inventories |
|
219 |
Trade receivables |
|
13 |
Cash and cash equivalents |
|
142 |
Plan assets |
|
57 |
Other current assets |
|
20 |
Assets |
|
735 |
|
|
|
Provisions for employee benefits |
|
100 |
Trade payables |
|
13 |
Other non-financial liabilities |
|
14 |
Other liabilities |
|
11 |
Liabilities |
|
138 |
|
|
|
Net assets |
|
597 |
The assets and liabilities of the disposal group had previously been presented as assets held for sale and liabilities related to assets held for sale. The final determination of the net assets disposed of as of closing is subject to a review by GNMI, which is expected to be completed in the first half of 2026. This may result in adjustments to the purchase price.
Divestiture of the site in Martillac, France
On August 1, 2025, the Martillac operations site in France was sold to AbbVie Inc., United States, for a mid-double-digit million euro amount. The gain on disposal, in the low-single-digit million euro range, was recognized under other operating income.
Divestiture of shares in Celestial AI, Inc., United States
On December 2, 2025, the owners of the M Ventures portfolio company Celestial AI Inc., United States, approved a takeover offer by Marvell Technology Inc., United States (Marvell). The closing of the transaction took place on February 2, 2026. The Group is therefore entitled to a cash payment in the mid-double-digit million US dollar range, a Marvell share package in the mid-double-digit million U.S. dollar range and revenue-based contingent considerations, which is also to be paid by Marvell in its own shares. As of December 31, 2025, the shares, that were allocated Corporate and Other, had a fair value of € 94 million, which was reclassified to assets held for sale.
In the previous year, the valuation was based on the most recently available prices from refinancing rounds. Due to the assumed takeover offer, the valuation methodology was changed to market-based valuation according to the takeover terms, as this represented a more objective and current market value. The key input parameters were Marvell’s share price as well as expected probabilities of occurrence of the revenue-dependent milestone events. Due to the consideration of unobservable input parameters in the valuation of the contingent consideration component, this fair value was classified as Level 3 in accordance with the hierarchy of IFRS 13.
Divestiture of shares in MoonLake Immunotherapeutics Ltd., Cayman Islands
Following the publication of new study data, the Group decided to divest all shares in the publicly listed MoonLake Immunotherapeutics Ltd., Cayman Islands (MoonLake). The divestment began in December 2025. As of December 31, 2025, the remaining shares, which were allocated to the business sector Healthcare, had a fair value of € 23 million, which was reclassified to assets held for sale. The fair value included cumulative gains of € 21 million, which were recognized in other comprehensive income under equity. Prior to the reclassification, cumulative gains in the fiscal year were reduced by € 113 million as a result of the revaluation of the shares. On January 8, 2026, the shares were divested in full.
Divestiture of shares in Calypso Biotech B.V., Netherlands, in 2024
The M Ventures portfolio company Calypso Biotech B.V., Netherlands, was fully acquired by Novartis AG, Switzerland, on January 8, 2024. As a result of the disposal, the cumulative gains previously recognized in other comprehensive income were reclassified to retained earnings in the amount of € 48 million.