Universal Registration Document 2022

Groupe Profile

Allocation of the acquisition price of Profitero

The allocation of the consideration transferred breaks down as follows:

(in millions of euros) Profitero
Consideration transferred (A) Consideration transferred (A)

Profitero

199
Net assets acquired before fair value adjustment (B) Net assets acquired before fair value adjustment (B)

Profitero

(3)
Client relationships

Client relationships

Profitero

42
Technological applications

Technological applications

Profitero

21
Deferred taxes liabilities on intangible assets

Deferred taxes liabilities on intangible assets

Profitero

(8)
Total fair value adjustments (C) Total fair value adjustments (C)

Profitero

55
Net assets acquired after fair value adjustments (D = B + C) Net assets acquired after fair value adjustments (D = B + C)

Profitero

52
Goodwill (E = A - D) Goodwill (E = A - D)

Profitero

147

The euro 147 million residual goodwill includes:

  • employee know-how;
  • the ability to maintain and develop existing assets.
3.2 Acquisitions in 2021

The main acquisitions during the period were as follows:

  • in September 2021, the Groupe acquired 100% of Citrus Global Holdings Pty Ltd (Australia). Citrus is a software as a service (SaaS) platform optimizing brands marketing performances directly within retailer websites (Retail Media activity). The acquisition price is euro 130 million (including the earn-out);
  • at the end of December 2021, the Groupe acquired 100% of BBK Worldwide (United States).

The fair value, at the acquisition date, of the consideration paid (excluding cash and cash equivalents acquired) of all entities that were fully consolidated (notably including the ones detailed above, as well as smaller acquisitions) with an exclusive takeover during the period, totalled euro 260 million. This amount mainly includes:

  • euro 182 million paid out during the period;
  • euro 78 million in earn-out commitments;
  • euro 0 million in commitments to buy-out non-controlling interests.

The amount paid out in 2021 for acquisitions (net of cash and cash equivalents acquired) totalled euro 276 million and includes:

  • euro 183 million paid out during the period;
  • euro (10) million in net cash acquired;
  • euro 103 million in earn-out payments relating to prior acquisitions paid out during the period.

Acquisitions during the period represented less than 1% of consolidated net revenue in financial year 2021 and less than 1% of net income attributable to equity holders of the parent.

3.3 Disposals in 2022 and 2021

As indicated in Note 2, the Groupe sold 100% of MMS Communication LLC, its Russian-based subsidiary. Russian activities contributed less than 0.5% to 2021 consolidated net revenue and less than 0.5% to 2021 net income attributable to equity holders of the parent (see Note 7). The Groupe disposed the operations of Qorvis LLC to its CEO in December 2022 (see Note 7). There were no other significant disposals during the period.

In 2021, the Groupe completed the partial disposal of DPZ&T in Brazil. The contribution from the scope disposed of represented less than 1% of revenue and less than 1% of 2021 consolidated net income attributable to equity holders of the parent Company.