2. Business combinations and disposals of group companies
2024 financial year
No business combinations or disposals of group companies occurred in 2024.
2023 financial year
One material business combination took place in 2023. This concerned the acquisition of 75% of the shares in Uniper Ruhrgas BBL B.V. (since rebranded GUFU BBL B.V.) We recognised this acquisition in full in 2023 and did not have any conditional payments that we would still have to settle after 2023. The result on this acquisition was € 15.2 million, which was recognised in 2023 as other revenue (bargain purchase) in profit and loss.
In 2023, we also sold 50% of what had up to then been our fully owned group company EemsEnergy Terminal B.V. to Vopak. The result on the disposal of the shares was € 29.5 million. As regards the 50% interest we retained in EemsEnergyTerminal, we remeasured this interest at the fair value on the transaction date. This remeasurement led to a one-off remeasurement result of also € 29.5 million.
There are still conditional payments outstanding for the sale of 50% of the shares in EemsEnergyTerminal, some of which we settled in 2024 and the rest of which we expect to settle in 2025. At year-end 2023, the fair value estimate of the net sales price of our share in EemsEnergyTerminal was € 27.9 million, i.e. the gross sale proceeds of € 41.6 million less compensation of € 13.7 million payable to Vopak for corporate income tax. Vopak paid us a revised sales price in mid-2024; the final sales price had not yet been agreed by year-end 2024.
In addition to the sales price, as part of the transaction a compensation payment for corporate income tax has been agreed between the two shareholders. This agreement concerns corporate income tax to be paid by EemsEnergyTerminal on certain income already attributed to Gasunie in full before Vopak joined the venture, but which was only taxed after Vopak joined. We will pay Vopak this corporate income tax compensation each year until year-end 2027. The exact amount of the compensation will be determined annually and depends on EemsEnergyTerminal’s tax results. We have included this liability under other non-current liabilities.
In 2024, we redetermined the estimated amount of the corporate income tax compensation. Together with the revised sales price, this resulted in one-off revenue of € 0.1 million, which we recognised in profit and loss. If these estimates change in the future, we will recognise the effects in the statement of profit and loss at that time.
When determining the estimated fair value of the sales price at the end of 2024, we did not take into account an additional earnout of € 4.5 million, given that the earnout payment was contingent on certain EBITDA targets for 2028 and 2029 being achieved, which we cannot be sure of at this time.