2024 - Van Gisbergen
On 13 September 2024, the Group acquired all shares in PeVaGis B.V. (hereafter: Van Gisbergen). This acquisition strengthens the Group's position as a developing construction company with land holdings in the Greater Eindhoven region. Van Gisbergen mainly builds and develops ground-related houses on its own land positions. In the full-year 2024, Van Gisbergen recorded revenue of € 39.0 million and a net profit of € 1.4 million. The effects of the acquisition on the statement of financial position are summarised below.
|
x € 1 million |
Carrying amount before acquisition |
Fair value adjustments |
Recognised acquisition value |
|
Property, plant and equipment |
0.6 |
- |
0.6 |
|
Right-of-use assets |
1.1 |
- |
1.1 |
|
Intangible assets |
- |
0.3 |
0.3 |
|
Financial fixed assets |
0.6 |
- |
0.6 |
|
Inventories |
9.8 |
1.5 |
11.3 |
|
Work in progress debit |
1.2 |
- |
1.2 |
|
Trade and other receivables |
2.3 |
- |
2.3 |
|
Cash and cash equivalents |
5.4 |
- |
5.4 |
|
Lease liabilities |
-1.1 |
- |
-1.1 |
|
Provisions |
-0.2 |
- |
-0.2 |
|
Deferred tax liabilities |
- |
-0.5 |
-0.5 |
|
Work in progress credit |
-3.7 |
- |
-3.7 |
|
Income tax payable |
-0.8 |
- |
-0.8 |
|
Trade and other payables |
-3.7 |
- |
-3.7 |
|
Balance of identifiable assets and liabilities |
11.5 |
1.3 |
12.8 |
|
Goodwill upon acquisition |
0.6 |
||
|
Total purchase price in cash |
13.4 |
||
|
Cash acquired |
5.4 |
||
|
Net cash outflow |
8.1 |
2025 - Hegeman
On 17 December 2025, the Group acquired 100% of the share capital in Hegeman Bouw & Services B.V. This company directly holds 100% of the shares in Hegeman Industrieel Bouwen B.V., Holding Services B.V. and Holding Bouw & Infra B.V. (hereinafter jointly: Hegeman). Hegeman is a Dutch construction company specialising in non-residential construction and infrastructure projects and also providing maintenance services. From 2024, Hegeman also started ‘Industrial Building’, a modular concept that, for the time being, is mainly focused on schools. The strategic rationale behind the business combination is to further strengthen Heijmans’ market position within Working and conceptual building. Thanks to Hegeman’s specialist knowledge, experience and customer relationships, Heijmans is able to expand its services.
In the context of the acquisition, in accordance with IFRS 3 ‘Business Combinations’, an allocation of the consideration transferred for the acquisition (also referred to as the purchase consideration) must be performed, whereby the total purchase consideration must be allocated to the acquired assets and liabilities measured at fair value (hereinafter: PPA). The difference between the purchase consideration and the value of the identifiable net assets is recognised as goodwill. On 17 December 2025, the Group paid € 48.6 million for 100% of the shares in Hegeman. In addition, contingent consideration has been agreed relating to obtaining confirmation from the Tax Administration of the existence of historically available tax losses. This liability was recognised at fair value of € 1 million on the acquisition date and is subsequently remeasured periodically. Based on these components, the total purchase consideration amounts to € 49.6 million. The total purchase consideration – insofar as it is unconditional – was paid in cash.
Details of the purchase price, the net assets acquired and the goodwill are as follows:
|
x € 1 million |
Carrying amount before acquisition |
Fair value adjustments |
Recognised acquisition value |
|
Property, plant and equipment |
0.2 |
- |
0.2 |
|
Right-of-use assets |
3.6 |
- |
3.6 |
|
Intangible assets |
- |
27.1 |
27.1 |
|
Deferred tax assets |
2.8 |
- |
2.8 |
|
Work in progress debit |
15.0 |
- |
15.0 |
|
Trade and other receivables |
6.9 |
- |
6.9 |
|
Cash and cash equivalents |
23.9 |
- |
23.9 |
|
Interest-bearing financing liabilities |
-0.8 |
- |
-0.8 |
|
Lease liabilities |
-3.6 |
- |
-3.6 |
|
Provisions |
-1.3 |
- |
-1.3 |
|
Deferred tax liabilities |
- |
-7.0 |
-7.0 |
|
Trade and other payables |
-16.7 |
- |
-16.7 |
|
Work in progress credit |
-22.7 |
- |
-22.7 |
|
Income tax liabilities |
-0.2 |
- |
-0.2 |
|
Balance of identifiable assets and liabilities |
7.1 |
20.1 |
27.2 |
|
Goodwill upon acquisition |
22.4 |
||
|
Total purchase price |
49.6 |
||
|
Contingent consideration |
1.0 |
||
|
Total purchase price in cash |
48.6 |
||
|
Cash acquired |
23.9 |
||
|
Net cash outflow |
24.7 |
The goodwill is attributable to expected growth in strategic segments and to strengthening the organisation with skilled personnel. The goodwill is attributable to the expectation that, through this acquisition, the Group will realise stable earnings potential from both construction and service-related activities and industrial building. Goodwill is not amortised, but is tested annually for impairment. This goodwill is not deductible for tax purposes.
Fair value adjustments
As part of the PPA process, fair value adjustments have been made and separate values have been attributed to the brand name, the order book and specific exclusive framework agreements. The determination of these fair values was performed by an independent expert.The estimated useful life of these intangible assets is three years, with the exception of the brand name, which is amortised over a period of ten years.
Acquired trade and other receivables
Unless fair value adjustments have been made, the carrying amount of the acquired assets is generally considered to equal their fair values. The fair value of the acquired trade and other receivables is € 6.9 million, which is equal to the nominal amount. There are no receivables that are not expected to be collected
Revenue and profit
Hegeman’s financial results are consolidated from the acquisition date, being 17 December 2025. Analysis has shown that the results for the two-week period up to and including 31 December 2025 are not material, partly due to the Christmas holidays falling between the acquisition date and the end of the financial year. Therefore, Hegeman’s results are fully recognised from 1 January 2026, including the immaterial effect in 2025 from the acquisition date.
If the acquisition had been completed on the first day of the financial year, the Group’s revenue and profit before tax would have been € 2,916 million (of which € 144 million Hegeman) and € 185 million (of which € 8 million Hegeman), respectively. These amounts are calculated in accordance with IFRS standards for the Group’s share, as well as for Hegeman’s share, excluding the impact of IFRS 16 on lease arrangements.
Transaction costs
In 2025, the Group incurred approximately € 1 million in non-deductible transaction costs for tax purposes in connection with the acquisition. This amount consists mainly of advisory costs relating to the due diligence process, legal fees and the closing process (including ACM approval). These costs are recognised in the statement of profit or loss.