8.9Events after balance sheet date
On May 5, 2025, Rieter Holding Ltd. (Winterthur, Switzerland) signed a definitive agreement to acquire Barmag from OC Oerlikon. The acquisition was closed on February 2, 2026.
With this acquisition, Rieter strengthens and expands its technology position in the textile industry and positions itself in the growing market for man-made fibers. The transaction is fully in line with Rieter’s strategy and follows previous acquisitions, where Rieter complemented its portfolio in short-staple fiber machinery and expanded its footprint in components and machinery for man-made fiber production. The combined platform allows leverage of recovery of global filament and short-staple fiber spinning markets and reduces cyclicality due to diversification of end-markets. The acquisition enhances Rieter’s position in the important Asia-Pacific region and provides access to Barmag’s filament expertise, which will help to further scale Rieter’s capabilities and improve digitization solutions and product sustainability.
Goodwill of CHF 482.6 million is attributable to the acquired workforce, synergies and the complementary nature of the acquired business to the Rieter strategy. Goodwill is not deductible for tax purposes.
Details of the consideration transferred are:
CHF million | |
|---|---|
Cash | 715.9 |
Contingent consideration | 48.7 |
Total | 764.6 |
The contingent consideration consists of two independent components; an earn-out consideration and a tax loss utilization compensation. If the average EBITDA of Barmag for the financial years 2025 – 2027 exceeds CHF 118.0 million, the earn-out compensation amounts to CHF 100.0 million, an average EBITDA of Barmag of CHF 100.0 million corresponds to an earn-out consideration of CHF 50.0 million. For an average EBITDA between CHF 100.0 million and CHF 118.0 million the respective earn-out consideration is interpolated. In case the 2025 – 2027 average EBITDA of Barmag is below CHF 100.0 million and the Barmag EBITDA for the year 2028 exceeds CHF 145.0 million, the 2027 EBITDA will be replaced by the 2028 EBITDA for the purpose of the average EBITDA calculation. In such a case, the earn out consideration would be limited to CHF 50.0 million. The fair value of the earn-out consideration was determined by applying a Monte Carlo simulation on the underlying business plan. It will be classified as financial liability.
The tax loss utilization compensation is contingent on the utilization of pre-existing tax losses against future taxable income in taxable periods until 2029. The respective tax losses amount to CHF 36.8 million. The fair value of the tax loss utilization contingent consideration has been determined by discounting the expected utilization of the tax loss carry forwards to their present value. It will be classified as a financial liability.
At the time of the acquisition, Rieter had trade receivables in the amount of CHF 0.5 million outstanding towards Barmag entities.
The provisionally determined fair values of the assets and liabilities of Barmag as at the date of the acquisition are as follows:
CHF million | |
|---|---|
Cash and cash equivalents | 201.5 |
Marketable securities and time deposits | 4.7 |
Trade receivables | 47.2 |
Other current receivables | 33.1 |
Current income tax receivables | 6.5 |
Inventories | 114.8 |
Contract assets | 18.7 |
Property, plant, and equipment | 174.4 |
Intangible assets: Customer relationships | 219.6 |
Intangible assets: Technology | 138.2 |
Intangible assets: Brand | 105.3 |
Other intangible assets | 0.5 |
Investments in associated companies | 12.7 |
Deferred income tax assets | 111.5 |
Other non-current assets | 7.4 |
Assets | 1 196.1 |
Current financial debt | 206.3 |
Trade payables | 161.7 |
Other current liabilities | 79.4 |
Contract liabilities | 137.6 |
Current income tax liabilities | 3.0 |
Current provisions | 29.6 |
Non-current financial debt | 37.4 |
Defined benefit plan liabilities | 109.6 |
Deferred income tax liabilities | 137.0 |
Non-current provisions | 2.5 |
Liabilities | 904.1 |
Consideration paid in cash | 715.9 |
Contingent consideration | 48.7 |
Non-controlling interest | 10.0 |
Fair value of net identifiable assets acquired | – 292.0 |
Goodwill | 482.6 |
The acquisition related transaction costs amounted to CHF 16.4 million, thereof CHF 8.6 million recorded in other expenses and CHF 7.8 million in financial expenses in the consolidated income statement 2025.
The fair value of the acquired trade receivables amounted to CHF 47.2 million. The gross contractual amount of invoiced trade receivables was CHF 50.4 million, with a respective allowance of CHF 3.2 million recognized at the acquisition date.
The non-controlling interest will be recognized at their proportionate share of the acquired net identifiable assets of the respective subsidiary of the Barmag Group.
At the time when the financial statements were authorized for issue, the Group had not yet completed the accounting for the acquisition of Barmag. In particular, the fair values of the assets and liabilities disclosed above have only been determined provisionally, since the independent valuations have not been finalized. It is also not yet possible to provide detailed information about each class of acquired receivables and any contingent liabilities of the acquired entity.
The consolidated financial statements were approved for publication by the Board of Directors on February 25, 2026. Furthermore, the consolidated financial statements are subject to approval at the Annual General Meeting.