1. Business acquisitions

On 1 February 2022 and 1 March 2022 respectively, all shares in PTS and WestfalenBahn were reacquired by the new German holding company (ATH Rail Transport Beteiligungsgesellschaft Deutschland GmbH) within the Group after the insolvency proceedings had ended. On 1 July 2022, the shares in Abellio Rail Mitteldeutschland were reacquired by the same German holding company, after the insolvency proceedings had been closed.

Acquired assets and liabilities

The fair values ​​of the entities’ identifiable assets and liabilities at the acquisition date were:

• * The purchase price of € 9 million was prepaid at year-end 2021 and stated at fair value and written down to zero at that time. At the time of acquisition, the fair value was reassessed and upward revaluation of the prepaid purchase price of € 9 million took place to the benefit of the 2022 financial result. The purchase price was paid in cash.

The initial recognition of assets and liabilities of the German entities in 2022 resulted in an accounting upward revaluation of € 108 million (including fair value adjustment of the purchase price of WestfalenBahn of € 9 million) due to acquisition accounting, whereby assets and liabilities are reassessed and former shareholder loans as well as a portion of accounts payable are released as agreed in the insolvency plan. This income in 2022 is accounted for as net financing result and must be seen in conjunction with the financial expenses in 2021 when NS lost control. This resulted in negative results due to a write-down of the investment and shareholder loans and the contribution to the restructuring costs. The determination of the fair value is mainly based on unobservable market data (level 3).

The purchase price allocation is based on preliminary information, whereby any future adjustments may have a positive or negative effect on the amount of negative goodwill.

The acquired cash is intended to be able to settle the liabilities from the insolvency period that were also acquired.

The Group has recognised the acquired lease liabilities at the present value of the remaining lease payments at the acquisition date. Right-of-use assets were recognised at an amount equal to the lease liabilities and adjusted to reflect favourable terms of the lease relative to market conditions.

The fair value of the trade receivables amounts to € 221 million and is in line with the gross amount of the trade receivables. It is expected that the full contractual amounts can be collected.

As of the dates of acquisitions, the entities contributed to the result from operating activities for 2022 as follows:

If the combination had taken place at the beginning of the year, the activities would contribute: