Novo Nordisk Annual Report 2021
Contents
Introducing Novo Nordisk
Strategic Aspirations
Key risks Management
Consolidated statements
Additional information
Novo Nordisk Annual Report 2021 79
The purchase price allocation for the acquisition is considered provisional
due to the fact that the transaction was closed on 28 December 2021,
leaving limited time to identify and determine fair value of assets acquired
and liabilities assumed. Adjustments may be applied to the purchase price
allocation for a period of up to 12 months from the acquisition date.
The provisional fair value of recognised assets and liabilities is as follows:
DKK million
Intellectual property rights
2021
18,687
Other intangible assets
24
Financial assets
31
Cash
3,033
Deferred tax assets/liabilities, net
(3,480)
Other net assets
(607)
Net identifiable assets acquired
17,688
Goodwill
4,346
Purchase price
22,034
Settlement of pre-existing relationship
(145)
Fair value of existing shareholdings
(573)
Consideration transferred
21,316
Cash acquired
Cash used for acquisition of businesses
(3,033)
18,283
The goodwill is primarily attributable to the highly-skilled workforce
and expected synergies generated from Novo Nordisk's know-how and
commercialisation abilities within protein and peptide based medicines
and Dicerna Pharmaceuticals, Inc.'s know-how within RNAi technology. The
goodwill is not expected to be deductible for tax purposes.
Transaction costs of DKK 124 million are included in other operating income
and expenses in the income statement.
Business combinations in 2020
No business combinations were completed in 2020.
Accounting policies
The acquisition method of accounting is used to account for all business
combinations.
The purchase price for a business comprises the fair values of the assets
transferred, liabilities incurred to the former owners including warrant
holders of the acquired business and the fair value of any asset or liability
resulting from a contingent consideration arrangement. Any amount of the
purchase price which effectively comprises a settlement of a pre-existing
relationship is not part of the exchange for the acquiree and is therefore not
included in the consideration for the purpose of applying the acquisition
method. Settlements of pre-existing relationships are accounted for as
separate transactions in accordance with the relevant IFRS.
Identifiable assets and liabilities and contingent liabilities assumed are
measured at fair value at the date of acquisition by applying relevant
valuation methods. Acquisition-related costs are expensed as incurred.
Goodwill is recognised at the excess of purchase price over the fair value
of net identifiable assets acquired and liabilities assumed.
Key accounting estimate in determining the fair value of intangible
assets acquired in a business combination
The application of the acquisition method involves the use of significant
estimates as the identifiable net assets of the acquiree are recognised at
their fair value for which observable market prices are typically not available.
This is particularly relevant for intangible assets which require use of
valuation techniques typically based on estimates of present value of future
uncertain cash flows.
The valuation of intellectual property rights identified in the acquisition
of Dicerna Pharmaceuticals, Inc. is mainly based on Relief From Royalty
models, where Management has estimated the net present value of
royalties and milestone payments, if the existing research collaboration
and license agreement had been extended in time and scope to cover all
of the proprietary RNAi technology. Further, Pipeline assets and research
collaboration and license agreements with other parties than Novo Nordisk
are valued based on estimated net present value of future cash flows.
5.4 Related party transactions
Material transactions with related parties
2021
2020
2019
DKK million
Novo Holdings A/S
Purchase of Novo Nordisk B shares
6,695
5,963
4,894
Dividend payment to Novo
6,144
5,767
5,580
Holdings A/S
NNIT Group
$8
Services provided by NNIT
593
775
941
Dividend payment from NNIT
Novozymes Group
(4)
(18)
(20)
Services provided by Novo Nordisk
Services provided by Novozymes
CS Solar Fund XIV
Purchase of shares by Novo
Nordisk
Liability for capital commitment¹
Distribution by CS Solar Fund XIV
(116)
78
(113)
72
(132)
103
1. The liability disclosed for 2019 related to capital commitment was paid in 2020
(DKK 392 million)..
Novo Nordisk A/S is controlled by Novo Holdings A/S (incorporated in
Denmark), which owns 28.1% of the share capital in Novo Nordisk A/S,
representing 76.7% of the total number of votes. The remaining shares
are widely held. The ultimate parent of the Group is the Novo Nordisk
Foundation (incorporated in Denmark). Both entities are considered
related parties.
97
389
(385)
As associated companies of Novo Nordisk A/S, NNIT Group and Churchill
Stateside Solar Fund XIV, LLC ('CS Solar Fund XIV') are considered related
parties. As an associated company of Novo Holdings A/S, Unchained Labs,
Inc. and Altascience Company Inc. are considered related parties to Novo
Nordisk A/S. As they share a controlling shareholder, the Novozymes Group,
Sonion Group and Xellia Pharmaceuticals are also considered to be related
parties, as well as the Board of Directors or Executive Management of Novo
Nordisk A/S.View entire presentation