28 Acquisitions and Disposals of Subsidiaries
Assets and liabilities from acquisitions
| In CHF million | ||||||
|---|---|---|---|---|---|---|
| Notes | 2022 | 2021 | ||||
| Consideration | ||||||
| Cash consideration | 133 | 159 | ||||
| Contingent consideration arrangement(s) | 1 | 38 | ||||
| Total consideration | 134 | 196 | ||||
| Total | 134 | 196 | ||||
| Acquisition-related costs | ||||||
| Other expenses | 0 | 0 | ||||
| Total | 0 | 0 | ||||
| Identifiable assets acquired and liabilities assumed | ||||||
| Cash and cash equivalents | 139 | 16 | ||||
| Loans and receivables | 519 | 1 | ||||
| Investments in associates | 3 | – | ||||
| Reinsurance assets | 1 914 | – | ||||
| Property and equipment | 16 | 4 | 0 | |||
| Intangible assets including intangible insurance assets | 17 | 17 | 70 | |||
| Income taxes and other assets | 10 | 0 | ||||
| Other financial liabilities | –492 | –6 | ||||
| Insurance liabilities | –1 956 | – | ||||
| Policyholder participation liabilities | –35 | – | ||||
| Provisions and employee benefit liabilities | –17 | –1 | ||||
| Provisions | 25 | –7 | – | |||
| Deferred income tax liabilities | – | –15 | ||||
| Other liabilities | –15 | –5 | ||||
| Total identifiable net assets | 83 | 60 | ||||
| Non-controlling interests | – | –13 | ||||
| Goodwill and other intangible assets | 17 | 51 | 149 | |||
| Total | 134 | 196 | ||||
| Acquired loans and receivables | ||||||
| Fair value | 519 | 1 | ||||
| Gross contractual amounts receivable | 520 | 1 | ||||
| Estimated uncollectible cash flows | 1 | – | ||||
On 10 December 2021 Swiss Life and Swiss Re announced a long-term partnership for European employee benefits solutions. The partnership aims to provide biometric risk solutions to corporates. In this context, on 1 July 2022, Swiss Life acquired 100% of the shares of elipsLife from Swiss Re and simultaneously entered into a long-term reinsurance arrangement with Swiss Re.
elipsLife, headquartered in Liechtenstein and other locations in various European countries, is an insurance company for institutional clients such as pension funds and corporates. The company focuses on insurance products that cover the financial consequences of death and disability. With that, Swiss Life International further strengthens its presence in core employee benefits markets and scales its operational platform.
The transaction is still in the measurement period, therefore purchase price, insurance/reinsurance assets and liabilities, goodwill and other intangible assets are not yet final. The purchase agreement includes a contingent consideration which depends on realisation of tax losses carried forward.
On 30 November 2021, Swiss Life acquired 90% of the shares of the real estate business of Ness, Risan & Partners (NRP), a leading provider of real estate projects and funds in the Nordics, based in Oslo, Norway. With the acquisition Swiss Life Asset Managers expands its geographic footprint and strengthens access to new investors in the Nordic region and further enhances its position as Europe’s leading real estate manager.
On 1 June 2021, Swiss Life completed the acquisition of 100% of the shares of Principal & Prosper IFA Holdings Ltd, an independent financial advisor based in Edinburgh, United Kingdom.
Since the two transactions are individually immaterial, their information is disclosed in aggregate form in the table above. The settlement of the above contingent consideration liability depends on certain revenue targets that are expected to be fully met. CHF 11 million were paid in 2022. The remaining fair value as at 31 December 2022 was CHF 25 million, approximately a third of which is expected to be paid in each of the years 2023 to 2025.
Assets and liabilities from disposals
| In CHF million | ||
|---|---|---|
| 2022 | ||
| Consideration | ||
| Consideration received in cash | 57 | |
| Total consideration received | 57 | |
| Assets and liabilities disposed | ||
| Cash and cash equivalents | 4 | |
| Financial assets available for sale | 0 | |
| Loans and receivables | 6 | |
| Property and equipment | 5 | |
| Intangible assets including intangible insurance assets | 6 | |
| Other assets | 56 | |
| Other financial liabilities | –20 | |
| Employee benefit liabilities | –52 | |
| Provisions | 0 | |
| Other liabilities | –2 | |
| Net assets disposed of | 3 | |
| Gain/loss on disposals | ||
| Consideration received | 57 | |
| Net assets disposed of | –3 | |
| Amounts recognised in other comprehensive income | –1 | |
| Gain (+)/loss (–) on disposals | 53 | |
On 28 October 2022, Swiss Life sold the facility management service provider Livit FM Services AG to ISS Facility Services. On 15 November 2022, Swiss Life sold Cegema to the Kereis Group.
There were no significant disposals of subsidiaries in 2021.