Stevanato Group S.p.A. Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Scope of consolidation

Scope of consolidation

12 Months Ended

Dec. 31, 2023

Disclosure of Significant Investments in Subsidiaries and Associates [Abstract]

4. Scope of consolidation

Stevanato Group S.p.A. is the parent company of the Group and it holds, directly and indirectly, interests in the Group’s operating companies. The Group’s scope of consolidation at December 31, 2023 and 2022 is as follows:

Subsidiaries

The consolidated financial statements of the Group include the following list of companies directly or indirectly through the subsidiaries Stevanato Group International a.s., Balda Medical GmbH, Spami S.r.l., controlled by the parent company Stevanato Group S.p.A.:

         
        % equity interest

        Name

        Segment

        Description

        Country of incorporation

        2023

        2022

        Nuova Ompi S.r.l.

        Biopharmaceutical and Diagnostic Solutions

        Production of drug containment solutions and development of integrated solutions for the pharmaceutical industry

        Italy

        100%

        100%

        Spami S.r.l.

        Engineering

        Production plant and machinery

        Italy

        100%

        100%

        Stevanato Group International a.s.

        Holding

        Service/Subholding company

        Slovakia

        100%

        100%

        Medical Glass a.s.

        Biopharmaceutical and Diagnostic Solutions

        Production of drug containment solutions

        Slovakia

        99.74%

        99.74%

        Stevanato Group N.A. S. de RL de CV

        Biopharmaceutical and Diagnostic Solutions

        Service company

        Mexico

        100%

        100%

        Ompi N.A. S. de RL de CV

        Biopharmaceutical and Diagnostic Solutions

        Production of drug containment solutions

        Mexico

        100%

        100%

        Ompi of America inc.

        Biopharmaceutical and Diagnostic Solutions

        Sale of drug containment solutions and analytical services

        USA

        100%

        100%

        Ompi do Brasil I. e C. de Em. Far. Ltda

        Biopharmaceutical and Diagnostic Solutions

        Production of drug containment solutions

        Brazil

        100%

        100%

Perugini S.r.l.

Engineering

Production of consumables and mechanical components for industrial machines

Italy

100%

—

        Ompi Pharm. Packing Techn. Co. Ltd

        Biopharmaceutical and Diagnostic Solutions

        Production of drug containment solutions

        China

        100%

        100%

        Stevanato Group Denmark A/S (*)

        Engineering

        Production plant and machinery

        Denmark

        100%

        100%

        Medirio SA

        Biopharmaceutical and Diagnostic Solutions

        Research and development

        Switzerland

        100%

        100%

        Balda Medical Gmbh

        Biopharmaceutical and Diagnostic Solutions

        Production of in-vitro diagnostic solutions

        Germany

        100%

        100%

        Balda C. Brewer Inc.

        Biopharmaceutical and Diagnostic Solutions

        Production of in-vitro diagnostic solutions

        USA

        100%

        100%

        Balda Precision Inc.

        Biopharmaceutical and Diagnostic Solutions

        Production metal components

        USA

        100%

        100%

        Ompi of Japan Co., Ltd.

        Biopharmaceutical and Diagnostic Solutions

        Sale of drug containment solutions

        Japan

        100%

        51%

(*) On December 31, 2022, the respective extraordinary shareholders' meetings of Innoscan A/S and SVM Automatik A/S approved the merger of Innoscan A/S into SVM Automatik A/S. The transaction was effective for accounting purposes at January 1, 2022. In February 2023, the surviving company SVM Automatik A/S changed its corporate name to Stevanato Group Denmark A/S.

Change in scope of consolidation - business combination

On November 8, 2023, the subsidiary Spami S.r.l. acquired all of the business operations of Perugini S.r.l., an Italian company specialized in the manufacturing of consumables and mechanical components for industrial machines. The acquisition of Perugini will support the Group's efforts in the ongoing integration of critical technologies and processes into the Group’s production process.

As the assets acquired and the liabilities assumed constitute the acquisition of a business, the transaction is considered a business combination pursuant to IFRS 3.

The initial net consideration was paid entirely at the closing date based on the pro-forma financial statements of Perugini S.r.l. The consideration would have been adjusted based on the definitive net financial position at the closing date, as defined in the share purchase agreement. The consideration adjustment was to be agreed among parties within 110 days of the acquisition closing day; at the date of this consolidated financial statements, the consideration adjustment was recognized among current financial liabilities. The consideration adjustment was paid in February 2024.

Details of the purchase consideration are as follows:


	At acquisition date
	(EUR thousand)
Consideration paid		6,246
Consideration adjustment		175
Total consideration		6,421

Consequently, the consideration was temporarily allocated to the assets and liabilities acquired while the definitive purchase price allocation will be made within twelve months of the acquisition. Details of the net assets acquired and goodwill are as follows:


	Preliminary fair value at the acquisition date
	(EUR thousand)
Right of use assets		736
Property, plant and equipment		738
Deferred tax assets		173
Inventories		105
Trade receivables		781
Other receivables		342
Cash and cash equivalents		2,657
Total assets		5,532
Non-current financial liabilities		422
Employee benefits		381
Deferred tax liabilities		258
Other non-current liabilities		250
Current financial liabilities		198
Trade payables		176
Tax payables		15
Other current liabilities		151
Total liabilities		1,851

Net assets		3,681

Portion acquired by the Group (100%)		3,681

Goodwill		2,740

Minor acquisition-related costs were expensed and recorded within selling and marketing costs in the consolidated income statement.

The details of the net cash outflows related to the acquisition are shown below:


	At acquisition date
	(EUR thousand)
Consideration paid		(6,246	)
Cash and cash equivalents acquired		2,657
Net cash outflow - Investing activities		(3,589	)

Perugini S.r.l. contributed revenue of EUR 54.3 thousand and profit for the year of EUR 0.9 thousand to the Group for the period from November 8, 2023 (the acquisition date) to December 31, 2023.

Non-controlling interests

The equity attributable to non-controlling interests at December 31, 2023 related to Medical Glass a.s. in which the Group holds an 99.74% interest. The net profit attributable to non-controlling interests at December 31, 2023 related to Medical Glass a.s. as well as to Ompi of Japan Co., Ltd where the minority interests were purchased by the Group on July 31, 2023. For further details refer to Note 35.