Acquisition accounting Key audit matter How the scope of our audit responded to the key audit matter As described in the Critical Accounting Estimates and Judgments in Note 3, significant judgment is required in determining the fair value of the identifiable assets acquired, particularly intangibles, and the liabilities assumed. Such judgments require estimates that are not only based on available information but as well on assumptions with respect to the timing and amount of future revenues and expenses associated with an asset and a liability. In addition, judgment is required to allocate the purchase price to the underlying acquired assets and liabilities based on their estimated fair value. As described in Note 6 to the consolidated financial statements, the Group completed the acquisition of Custom Essence on 3 December 2021 for a total consideration of CHF 247 million and DDW and its affiliates on 8 December 2021 for a total consideration of CHF 214 million. These transactions are considered as business combinations as defined by IFRS 3 Business Combinations which requires management to perform a purchase price allocation. The purchase price allocation apportions the consideration paid against the net assets acquired and fair valued and against goodwill. For the acquisition of Custom Essence, the consideration paid was allocated against the fair value of identified intangible assets for CHF 101 million, the fair value of other identifiable assets for CHF 18 million, the fair value of liabilities assumed of CHF 1 million and goodwill of CHF 129 million. The goodwill reflects mainly the value of the qualified workforce and expected synergies. For the acquisition of DDW and its affiliates, the consideration paid was allocated against the fair value of identified intangible assets for CHF 121 million, the fair value of other identifiable assets for CHF 70 million, the fair value of liabilities assumed of CHF 65 million and goodwill of CHF 88 million. The goodwill reflects mainly the value of the qualified workforce and expected synergies. We note that because of the timing of the closing of the transactions, the purchase price allocations are provisional and will be adjusted within the next twelve months, in compliance with IFRS 3. The acquisition accounting of Custom Essence and DDW and its affiliates, including the valuation of intangible assets identified, requires a number of complex accounting judgments such as the determination of the fair value methodology and the selection of comparable transactions. In addition, the amortisation period retained for the intangibles acquired also requires judgment and constitutes a management estimate that affects current and future financial periods. We focused on these transactions because of the complexity of applying acquisition accounting, the level of judgment relating to the identification and valuation of intangible assets, calculation of the related deferred taxes, valuation of tangible assets acquired, and the liabilities assumed and the significance of consideration paid on that particular transactions in 2021. We gained an understanding of the internal controls in relation to acquisition accounting. We obtained legal documents such as the sale and purchase agreements and relevant appendices to evaluate the key terms and conditions. We confirmed our understanding of the transactions by conducting inquiries with management. We obtained various reports from management’s advisors that supported our understanding of the rationale of the acquisitions as well as the completeness of the assets acquired, and liabilities assumed. We obtained the last available financial statements of Custom Essence and DDW and its affiliates to validate the completeness of acquired assets and assumed liabilities as well as understand the difference in accounting policies with Givaudan’s. We obtained the reports from management’s external valuation experts providing the valuation of intangible and tangible assets concerned in the acquisition accounting. We assessed management’s expert competency and objectivity. We assessed whether the transactions constitute business combinations in accordance with IFRS 3 Business Combinations. We also appraised the respective acquisition dates selected by management. For each transaction, we tested the accuracy and completeness of the total consideration transferred by tracing the cash element to the bank statements evidencing the payments of the funds. For DDW and its affiliates, we also evaluated the fair value of the contingent consideration. We challenged management on the identification and valuation of intangible assets and valuation of tangible assets acquired and liabilities assumed in the acquisition accounting against the terms of the sale and purchase agreement, management’s experts reports and comparable transactions. We reviewed and assessed the work performed by management’s external valuation experts including the valuation methodology for determining the intangible assets provisional fair value. We have reviewed their valuation techniques, evaluated the reasonableness of the main judgements and carried out sensitivity analysis. We compared the allocation of the purchase consideration to intangible assets against Givaudan recent comparable transactions. We considered the appropriateness of using provisional values in accordance with the relevant accounting standard for the 2021 year-end consolidated financial statements. We also challenged the duration estimated by management for the amortisation of the intangible assets acquired, comparing them to current Group accounting policies and other recent acquisitions. We validated the appropriateness and completeness of the related disclosures in Note 3 and Note 6 to the consolidated financial statements. Based on the procedures performed above, we obtained sufficient audit evidence to corroborate management’s judgments and assumptions regarding the acquisition accounting of Custom Essence and DDW and its affiliates. 100 Givaudan — 2021 Governance, Compensation and Financial Report Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix
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