2. business combinations
acquisition of bunge brasil minority interest In the second half of 2004, Bunge acquired the remaining 17% of the outstanding capital stock of Bunge Brasil S.A. that it did not already own for $314 million in cash. The acquisition was funded with net proceeds of a public offering of Bunge's common shares in June 2004 (see Note 23). As a result of the acquisition, Bunge directly owns 100% of Bunge Brasil and its subsidiaries, Bunge Alimentos S.A., Bunge's Brazilian agribusiness and food products subsidiary, and Bunge Fertilizantes S.A., Bunge's Brazilian fertilizer subsidiary. Bunge has been consolidating Bunge Alimentos and Bunge Fertilizantes since 1997. The acquisition was accounted for under the purchase method as a step acquisition of minority interest.
The following table summarizes the preliminary allocation of $137 million, which is the excess of the cost to acquire the minority interest in Bunge Brasil over the historical book value of the acquired minority interest, to certain intangible assets and segments. This allocation is subject to adjustments based on the finalization of the fair value of these intangible assets.
(US$ in millions) |
Agribusiness |
|
Fertilizer |
|
Edible Oil Products |
|
Milling Products |
|
Total |
|
|
Property, plant and equipment |
$ |
15 |
|
$ |
101 |
|
$ |
6 |
|
$ |
4 |
|
$ |
126 |
|
Trademarks/brands |
|
|
|
|
25 |
|
|
4 |
|
|
4 |
|
|
33 |
|
Licenses |
|
|
|
|
5 |
|
|
|
|
|
|
|
|
5 |
|
Goodwill |
|
29 |
|
|
|
|
|
|
|
|
|
|
|
29 |
|
Deferred income tax liabilities |
|
(5 |
) |
|
(45 |
) |
|
(3 |
) |
|
(3 |
) |
|
(56 |
) |
|
Total |
$ |
39 |
|
$ |
86 |
|
$ |
7 |
|
$ |
5 |
|
$ |
137 |
|
|
The weighted average useful life of the $38 million other intangible assets acquired in 2004 is approximately 21 years.
The following unaudited pro forma summary financial information sets forth Bunge's results of operations as if the above acquisition had been consummated as of January 1, 2003. The pro forma results are not necessarily indicative of what would have occurred had the acquisition been in effect for the periods presented.
Year Ended December 31, |
(US$ in millions, except per share data) |
2004 |
2003 |
|
Net sales |
$ |
25,168 |
$ |
22,165 |
Net income |
$ |
498 |
$ |
438 |
Earnings per common sharebasic: |
|
Net income |
$ |
4.70 |
$ |
4.39 |
Earnings per common sharediluted: |
|
Net income |
$ |
4.35 |
$ |
4.07 |
|
polska oil In April 2004, Bunge acquired the remaining 40% of Polska Oil Investment B.V., a holding company for certain of Bunge's operations in Poland that it did not already own from the European Bank for Reconstruction and Development (EBRD), pursuant to the terms of an amended and restated shareholders agreement between the parties. The purchase price of the EBRD stake in Polska Oil was approximately $27 million. Bunge did not recognize any goodwill on this transaction.
j. macÊdo exchange transaction In the quarter ended March 31, 2004, Bunge completed an asset exchange transaction with J. Macêdo S.A., whereby Bunge exchanged its Brazilian retail flour assets for J. Macêdo's industrial flour assets and approximately $7 million in cash. The assets exchanged were comprised primarily of brands. Bunge recognized a pretax gain of $5 million as a result of this transaction, which is included in other income (expense)net in the consolidated statements of income for the year ended December 31, 2004.
other business acquisitions In 2004, Bunge completed additional acquisitions having an aggregate purchase price of $15 million, primarily in Europe. Bunge recognized goodwill totaling approximately $2 million related to these acquisitions, which was assigned to its edible oil products segment.
|