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B.5. Acquisition of Mirvac in 2012

In May 2012, Accor completed the acquisition of Mirvac, a hotel management company in Australia. The total amount paid by Accor for this acquisition was €199 million which €6 million paid out in 2011 and €193 million paid out in 2012. The transaction included:

a Mirvac Hotels & Resorts, manager of 43 hotels (including two owned hotels acquired on August 1, 2012), representing 5,406 rooms, acquired for €152 million. This amount breaks down as €128 million for the Mirvac Hotels & Resorts shares and €24 million for the two companies that hold the two owned hotels;

a a 21.9% stake in the Mirvac Wholesale Hotel Fund (MWHF), an investment vehicle that owns seven of the hotels, acquired for €47 million.

In line with Group strategy, the stake in MWHF was subsequently sold in late July 2012 to A-HTRUST, one of the largest publicly listed hotel investment trusts in the Asia-Pacific region. Accor took a 6.99% stake in this new entity. As agreed with Ascendas, which will hold up to 35% of A-HTRUST, Accor will be granted a right of first offer to manage future acquisitions when the hotels are not operated under a preexisting management contract. Accor subsequently reduced its interest by 1.26% to 5.73% by selling some MVWH shares. The proceeds from the transactions were used to pay down net debt by €29 million. As Accor does not exercise significant influence over A-HTRUST, its 5.73% interest in this trust is carried in the consolidated balance sheet under “Other financial investments” (see note 23).

The fair value of the main net assets acquired in the Mirvac Hotels & Resorts business combination represented €42 million (excluding the two owned hotels that were purchased at net book value). The €67 million difference (after deducting the debt repayment and the amount in escrow for a total of €20 million) between this amount and the cost of the business combination was allocated as follows in Accor’s accounts:

a value attributed to the management contracts, net of deferred taxes: €28 million (see note 19);

a value attributed to the brands: €19 million, written down by €13 million at December 31, 2012 (see note 13.2);

a goodwill: €20 million (see note 18).

Financial statements



The fair value of the main net assets acquired breaks down as follows:

(in million of euros) Fair Value

Property, plant and equipment

51 Other receivables

18 Deferred tax assets 2 Cash and cash equivalents 1 Debt (16) Other payables (14)

In the period from May 23 to December 31, 2012, Mirvac Hotels & Resorts generated revenue of €81 million and a net loss of €15 million (including €13 million worth of brand impairments and €8 million in integration costs).

B.6. Acquisition of the South American hotel portfolio of Grupo Posadas in 2012

On July 16, 2012, Accor signed a contract in order to acquire the South American hotel portfolio of Grupo Posadas. The sale was completed at October 10, 2012. The total amount paid by Accor for this acquisition is €195 million. The transaction includes 13 hotels, of which three owned hotels, three variable leased hotels and seven hotels under Management contract. The transaction also includes a secured pipeline of 14 hotels under Management contract and the acquisition of two brands operated by Grupo Posadas in South America: Ceasar Park and Ceasar Business.

Analyses to identify the assets acquired and liabilities assumed in the transaction and determine their fair values were still in progress at December 31, 2012.

The provisional amount of the net assets acquired includes the following items:

(in million of euros) Provisional Amount

Intangible assets 30 Property, plant and equipment 23 Other receivables 6 Deferred tax assets 6 Cash and cash equivalents 7 Debt (27) Other payables (9)

Provisional goodwill recorded in Accor’s consolidated balance sheet at December 31, 2012 amounted to €160 million, before fair value adjustments to the net assets acquired.