Consolidated Group, Acquisitions, and Divestments

In addition to Beiersdorf AG, the consolidated financial statements include 14 (previous year: 16) German and 171 (previous year: 160) international companies whose financial and business policies Beiersdorf AG is able to control either directly or indirectly.

In the year under review, 13 new companies were included in the consolidated financial statements. In addition, two companies were wound up and two companies were sold.

Beiersdorf AG’s Shareholdings

Disclosures of Beiersdorf AG’s shareholdings are made in the section entitled “Additional Information.” The list shows those companies/equity interests in which Beiersdorf AG holds 5% or more of the shares and/or voting rights.

Significant Acquisitions

With the acquisition of 65% additional shares in Swiss Cosmetics Production AG for a purchase price of €7 million (CHF 7 million), La Prairie Group AG has further increased its equity interest and holds 100% of the shares effective January 5, 2022. Including the shares previously held, the goodwill acquired as part of the merger totals €10 million (CHF 10 million).

The company acquired is a manufacturer and producer of Swiss premium cosmetics. The acquisition will enable La Prairie to own the production of its quality skin care collections at the site in Switzerland, to increase efficiency in production and logistics, and to better respond to unexpected market volatility.

On February 1, 2022, Beiersdorf acquired 100% of Chantecaille Beaute Inc. (USA), a prestige cosmetics company, for a purchase price of €529 million (USD 590 million). Depending on the future development of the Chantecaille business, the purchase price may additionally increase by up to €90 million (USD 100 million) in the next three years. A provisional purchase price allocation was performed for the 2022 Half-Year Report, as the information required for the final purchase price allocation was still being obtained and verified. The purchase price allocation was completed as of the reporting date. The figures in the final purchase price allocation are shown below.

The total purchase price assumed as part of the purchase price allocation is €553 million (USD 617 million). This comprises a basic purchase price following adjustments of €533 million (USD 595 million) and performance-related purchase price components of €20 million (USD 22 million), which have been measured in terms of their likelihood and will only become payable in the future.

Founded in 1997, Chantecaille offers innovative skin care, fragrance, and cosmetics products based on botanical ingredients. The company is headquartered in New York with a global presence and a particular strength in North America and Asia. By acquiring Chantecaille, Beiersdorf is bolstering its portfolio in the prestige beauty segment and strengthening its position, especially in the United States, China, and Korea. Chantecaille will be a complementary selective cosmetics brand in Beiersdorf’s Consumer Business Segment.

The Chantecaille companies acquired contributed to comprehensive income from February to December 2022 with sales of €88 million and an operating result (EBIT) (including special factors and initial consolidation effects) of €–3 million. For the full reporting period (12 months) of the Chantecaille companies, the estimated sales would amount to approximately €93 million and the estimated operating result (EBIT) including special factors and initial consolidation effects to approximately €–4 million. These figures were calculated on the assumption that the preliminary adjustments to fair values made at the acquisition date would also have applied to an acquisition on January 1, 2022.

The acquisition took place via a share deal. The goodwill of €452 million (USD 504 million) comprises the value of expected business potential arising from the acquisition. For tax purposes, the acquisition is being treated as an asset deal and results in tax-deductible depreciation and amortization in the United States; this also applies to the goodwill acquired. Based on the final purchase price allocation as of February 1, 2022, the assets acquired were as follows:

The gross amount of trade receivables is €12 million (USD 13 million) and corresponds to the fair value. It is expected that the full contractual amounts can be collected. No material contingent liabilities were identified at the acquisition date.

As of December 15, 2022, Beiersdorf acquired further shares in S-Biomedic NV (Belgium) and therefore holds a majority stake of 92.53%. For initial indication purposes, and subject to a final purchase price allocation, the purchase price is expected to be assigned largely to intangible assets.

S-Biomedic was founded in 2014. The company researches the delicate balance of the skin microbiome and develops active ingredients for cosmetic products based on living skin bacteria. Beiersdorf was early to recognize the potential of the skin microbiome for skin care and, with this acquisition, is strengthening its expertise in acne treatment.

For the purpose of impairment testing, goodwill resulting from business combinations is allocated, starting at the acquisition date, to the cash-generating units of the Group that benefit from the business potential of the business combination and generate resulting cash flows. As part of the Chantecaille acquisition, goodwill of €452 million (USD 504 million) was allocated to the new Chantecaille cash-generating unit (consisting of the individual national companies of the Chantecaille Group). The goodwill of €10 million (CHF 10 million) arising from the acquisition of Swiss Cosmetics Production AG was allocated to the new La Prairie cash-generating unit (consisting of the companies La Prairie Group Switzerland and La Prairie China).

Significant Divestments

As of September 30, 2022, tesa SE has sold the affiliate tesa Labtec GmbH for a total compensation of €9 million. tesa Labtec develops and manufactures transdermal therapeutic systems (medicated patches) as well as oral and buccal films (medicated films that release drugs inside the mouth and allow direct uptake through the oral mucosa) for the pharmaceutical industry. The result from the disposal of the company in the amount of €–6 million is fully allocated to special factors. Beyond this, there were no significant divestments in the Group in the reporting year.

Exercise of Exemption Options

The following German affiliates included in the consolidated financial statements of Beiersdorf AG exercised the exemption option under § 264 (3) HGB in fiscal year 2022:

• Beiersdorf Manufacturing Hamburg GmbH, Hamburg
• Beiersdorf Manufacturing Berlin GmbH, Berlin
• Beiersdorf Manufacturing Waldheim GmbH, Waldheim
• La Prairie Group Deutschland GmbH, Baden-Baden
• Beiersdorf Shared Services GmbH, Hamburg