TABLA 1 CONSUMO DE AGUA POR EL GANADO
11. ESTUDIOS RELACIONADOS CON EL COMPORTAMIENTO, BIENESTAR ANIMAL Y SU
Activities – Grupo Bimbo, S. A. B. de C. V. and Subsidiaries (“Grupo Bimbo” or the “the Entity”) is engaged in the manufacture, distribution and sale of bread, as well as in the manufacture, distribution and sale of cookies, cakes, candies, chocolates, snacks, tortillas and processed foods.
The Entity operates in the following geographical areas: Mexico, the United States of America (“USA”), Central and South America, Europe and China. Due to its minimal significance, the financial information of China is aggregated with Mexico in the disclosures that follow.
Corporate offices are based in Santa Fe, Mexico City, Mexico, 1000 Prolongación Paseo de la Reforma, Colonia Peña Blanca Santa Fe, Álvaro Obregón, Zip code 01210, Distrito Federal, Mexico.
During 2014 and 2013, net sales of Bimbo S. A. de C. V. and Barcel, S. A. de C. V, located in Mexico, represented approximately 36% and 40%, respectively, of consolidated net sales. During 2014 and 2013, net sales of Bimbo Bakeries USA, Inc. (“BBU”), and Canada Bread Inc. (“Canada Bread” or “CB”) located in the USA and Canada region represented approximately 48% and 46%, respectively, of consolidated net sales.
Significant events – During 2013, the Entity divested of certain plants in California, as a result of the restructuring stemming from the acquisition of Sara Lee in 2011.
In 2014, the Entity purchased 100% of several businesses in Canada, the USA and United Kingdom (“UK”), referred to as Canada Bread and in Ecuador, referred to as Supan, SA (“Supan”) as described below:
Entity Country Transaction amount Date
Canada Bread Canada, USA and UK $ 21,731 May 23, 2014
Supan Ecuador 858 July 15, 2014
$ 22,589
Canada Bread
Canada Bread is one of the leading companies in the production and sale of bakery products, including the categories of bread, buns, bagels, english muffins and tortillas in Canada, frozen bread in North America and specialized bakery in the UK.
This acquisition impulses the global growth strategy of Grupo Bimbo and enables its foray into the attractive Canadian market through recognized brands, such as DEMPSTER’S®, POM®, VILLAGGIO®, BEN’S®, BON MATIN® and MCGAVIN’S® . Canada Bread has a strong relationship with major supermarkets and institutional channels in Canada and is recognized for its strong market position in all baking categories.
Funding sources
To finance the transaction, Grupo Bimbo used it own resources as well as financing resources available under long- term committed credit lines and the issuance of international bonds.
Accounting effects of the acquisition of Canada Bread and Subsidiaries
The acquisition was accounted for in accordance with International Financial Reporting Standard (“IFRS”) 3, Business Combinations. The following table presents the fair values of the assets acquired and liabilities assumed that were recognized for the acquisition on May 23, 2014 using the exchange rate as of the date of the transaction:
Consideration transferred $ 21,731
Fair value of identifiable assets acquired and assumed liabilities
Cash and cash equivalents 200
Accounts receivable 1,359
Inventories 719
Property, plant and equipment 6,031
Intangible assets 7,746
Other assets 122
Total identifiable assets 16,177
Goodwill 10,836
Total acquired assets 27,013
Current liabilities 2,274 –
Deferred taxes 1,883
Long-term liabilities 1,125
Total assumed liabilities 5,282
Acquired investment value $ 21,731
Supan
On July 15, 2014, the Entity announced the acquisition of 100% of the fresh bakery business in Ecuador “Supan”. With this purchase, the Entity enters the market in Ecuador and strengths its operation in Latin America with brands such as Supan, Guile, Braun, Dulzones and Rey Pan.
Accounting effects of the acquisition of Supan
The acquisition was accounted for in accordance with IFRS 3. The allocation of final fair values will conclude during the twelve months subsequent to the acquisition. The following table shows the preliminary fair values of the assets acquired and liabilities assumed that were recognized for the acquisition on July 15, 2014 using the exchange rate as of the date of the transaction. As such amounts are preliminary, they are subject to change:
Consideration transferred $ 858
Fair value of identifiable assets acquired and assumed liabilities
Cash and cash equivalents $ 38
Accounts receivable 27
Inventories 33
Property, plant and equipment 409
Other assets 10
Total identifiable assets 517
Goodwill 573
Total acquired assets 1,090
Current liabilities 174
Long-term liabilities 58
Total assumed liabilities 232
Acquired investment value $ 858
Funding sources
To complete the acquisition of Supan, the Entity obtained funding for an amount equivalent to the amount of these transactions.
Consolidated amounts
The following table presents the amounts contributed by CB and Supan to the consolidated figures of Grupo Bimbo for the 222 and 169 days from the date of each acquisition, respectively, through December 31, 2014:
December 31, 2014
Consolidated Canada Bread Supan
January 1st to May 23 to July 15 to
December 31, December 31, December 31,
2014 2014 2014
Net sales $ 187,053 $ 10,735 $ 438
Operating income $ 10,312 $ 684 $ 20
Net income attributable
to controlling interest $ 3,518 $ 406 $ 12
As of December 31, 2014
Consolidated Canada Bread Supan
Total assets $ 177,761 $ 34,873 $ 852
Total liabilities $ 124,159 $ 5,925 $ 153
Consolidated net sales and consolidated net income, if Canada Bread and Supan had been consolidated from January 1, 2014, would have been $193,821and $4,293, respectively.
Goodwill recorded in 2014 as a result of these acquisitions totaled $11,409, which is representative of the expected synergies in both acquisitions.
The Entity incurred in 2014 in fees and expenses to carry out these acquisitions, which are included in general expenses and approximately added up to approximately $124.