In the two periods under review, the consolidation scope changed as a result of a number of transactions.
- The disposal, on March 1, 2019, of 100% of Mercure Srl, a company to which the business unit consisting of the Mercure biomass plant and the related legal relationships had been previously transferred. The price for the transaction was €168 million;
- the acquisition, on March 14, 2019, by Enel Green Power SpA, acting through its US renewables subsidiary Enel Green Power North America (EGPNA, now renamed Enel North America), of 100% of 13 companies that own operating renewable generation plants from Enel Green Power North America Renewable Energy Partners (EGPNA REP), a joint venture 50% owned by EGPNA and 50% by General Electric Capital’s Energy Financial Services;
- the acquisition, on March 27, 2019, by Enel Green Power SpA (EGP), acting through its US renewables subsidiary EGPNA (now ENA), of Tradewind Energy, a renewable energy project development company based in Lenexa, Kansas. EGP has incorporated the entire Tradewind development platform, which includes 13 GW of wind, solar and storage projects located in the United States. The agreement also provided for the sale, which took place in June, of Savion, a wholly owned subsidiary of Tradewind;
- on April 30, 2019, Enel X Italia acquired 100% di YouSave SpA, an Italian company operating in the energy services sector, providing assistance to large electricity consumers;
- on May 31, 2019, the finalization, acting through the renewables subsidiary Enel Green Power Brasil Participações Ltda, of the disposal of 100% of three renewables plants in Brazil. The total price of the transaction was about R$2.7 billion, the equivalent of about €603 million;
- the acquisition, on November 14, 2019, by Enel X Srl of 55% di Paytipper, an authorized payment institution that offers its customers financial services to facilitate their daily lives. The contract is accompanied by a put option for the remaining 45%.
- In January 2020, the Wild Plains project company, 100% owned by Tradewind, was sold. The sale did not have an impact on profit or loss;
- on May 11, 2020 Endesa Energía sold 80% of Endesa Soluciones for €21 million. The interest, which had previously been consolidated on a line-by-line basis, is now accounted for using the equity method;
- on July 7, 2020, Enel Green Power España acquired 100% of Parque Eólico Tico SLU, Tico Solar 1 SLU and Tico Solar 2 SLU for a total of €40 million;
- on September 14, Endesa Generación Portugal acquired 100% of Suggestion Power (Unipessoal) Lda for a total of €6 million;
- on September 17, 2020, Enel X International acquired 60% of Viva Labs AS for a total of €3 million;
- Enel Green Power Panama acquired 100% of Jaguito Solar and Progreso Solar in 2020 for a total of €2 million.
In addition to the above changes in the consolidation scope, the following transactions, which although they do not represent transactions involving the acquisition or loss of control, gave rise to a change in the interest held by the Group in the investees:
- the disposal, in 2020, of a number of 50% owned joint ventures in Enel North America’s hydroelectric portfolio. In December 2019, the entire portfolio had been classified as held for sale in accordance with IFRS 5. The gain recognized in profit or loss was €2 million;
- in 2020, Enel SpA increased its interest in Enel Américas by 5.03% under the provisions of share swaps entered into with a financial institution. The Group’s total stake is therefore now 65%;
- Enel SpA increased its interest in Enel Chile by 2.89% under the provisions of two share swaps entered into with a financial institution. The Group’s total stake is therefore now 64.93%.
The Group will determine, for the other minor acquisitions, the fair value of the assets acquired and the liabilities assumed within 12 months of the acquisition date.
DETERMINATION OF GOODWILL
|Millions of euro||Parque Eólico Tico SLU, Tico Solar 1 SLU and Tico Solar 2 SLU||Suggestion Power (Unipessoal) Lda||Viva Labs AS||Jaguito Solar, Progreso Solar|
|Net assets acquired||40||6||-||-|
|Cost of the acquisition||40||6||3||2|
|(of which paid in cash)||14||3||2||2|
Acquisition of Paytipper
During 2020, the company Paytipper, acquired by Enel X Srl on December 23, 2019, completed the allocation of the acquisition price, definitively determining the fair value of the assets acquired and the liabilities assumed. The main adjustments with respect to the carrying amount are attributable to the recognition of the intangible asset relating to the technological platform and the related tax effects.
|Millions of euro||Carrying amount prior to December 23, 2019||Adjustments from purchase price allocation||Post-adjustment carrying amount at December 23, 2019|
|Net assets acquired||4||39||43|
|Cost of the acquisition||22||1||23|
Following the final allocation of the purchase price, negative goodwill was recognized in profit or loss in 2020.
The acquisition price, totaling €24.5 million, includes contingent consideration of €18.3 million linked to the exercise of a put option. The value of the put option was estimated on the basis of the mechanism included in the shareholders’ agreement and using the prospective EBITDA indicated in the business plan approved by the Board of Directors.