Note 4
2004 Acquisitions
ICA
The carrying amounts of the net assets acquired immediately before the business combination are not determinable in
accordance with IFRS and, consequently, are not disclosed in the table above.
The total purchase consideration was settled in cash and includes costs of EUR 1 in respect of due diligence, legal and notary
services fees directly attributable to the acquisition. The goodwill is attributable to the anticipated future synergies in the
Czech Republic.
The acquired stores contributed EUR 2 to Ahold's net income for the period from October 1, 2005 to January 1, 2006. It is
not practicable to disclose the net sales and net income of Ahold including the contribution of the acquired stores for full year
2005, since the required financial information until the date of acquisition in accordance with IFRS is not determinable.
In November 2004 Ahold increased its interest in ICA from 50% to 60% through a series of transactions, as described below,
resulting in a gain of EUR 379 in 2004. Goodwill amounting to EUR 10 was recognized as a result of Ahold's 10% net
increase in its interest in ICA.
Before these transactions, Ahold, Hakon Invest AB ("HIAB", formerly ICA Förbundet Invest AB) and Canica SA ("Canica")
were joint venture partners in ICA (the "ICA partners"). Ahold had an interest of 50%, HIAB 30% and Canica 20%. Under the
shareholders' agreement among the ICA partners, Ahold was liable pursuant to put arrangements with HIAB and Canica. Each
of the ICA partners had a right of first refusal to acquire the ICA shares held by the other partners (a "Partner Put Option"). If
one of the ICA partners was offered the shares of the other ICA partner and opted not to purchase the shares, the selling ICA
partner was allowed to exercise its Partner Put Option pursuant to which Ahold was obligated to purchase the shares for cash.
In July 2004 Canica exercised its Partner Put Option requiring Ahold to acquire Canica's 20% interest in ICA. The price for
Canica's shares was EUR 810, which was equal to 20% of the Revised Equity Value of ICA plus a premium rate, which was
established at 49.56% of such Revised Equity Value based on a ruling by the Arbitration Institute of the Stockholm Chamber
of Commerce. "Revised Equity Value" is defined as the fair market value of the option shares to be put to Ahold (as if ICA was
listed on the Stockholm Stock Exchange, not including any control premium) at the time of exercise of the Partner Put Option.
In July 2004 Ahold and HIAB entered into a share purchase agreement whereby Ahold sold half of the ICA shares acquired
from Canica to HIAB and HIAB waived its right to exercise its Partner Put Option. The total price of the shares sold to HIAB
was EUR 318, which was based on 10% of the Revised Equity Value of ICA plus a premium of 17.5% of such Revised
Equity Value.
AHOLD ANNUAL REPORT 2005 105
