OFFERING MEMORANDUM Global Offering of up to ... - Nordex

INDEPENDENT AUDITOR’S CERTIFICATE
As of December 14, 2000 (date of Commercial Register entry), the Wind Energy business segment was
spun off by and from Borsig Energy GmbH, Oberhausen, a subsidiary of Ratingen-based BDAG Balcke-
Dürr AG (Group of Babcock Borsig AG, Oberhausen) and contributed to Taifun AG, a subsidiary of
Borsig Energy GmbH, Oberhausen (holding a stake of 80.49%).
Partly, the operations of the Taifun Group were in the past conducted within legally independent
entities, partly as unincorporated divisions of certain group companies of Borsig Energy GmbH,
Oberhausen, and included in the group accounts of BDAG Balcke-Dürr AG, Ratingen. Taifun AG
prepared (combined) pro forma consolidated financial statements for the three 12-month periods
(fiscal years) ended September 30, 2000, 1999 and 1998, and presented such statements in a
3-year summarized format that retroactively combines the entities now owned by Taifun AG. The
accounting and other transactions are explained in greater detail in the notes to the (combined) pro
forma consolidated financial statements of Taifun AG.
For the periods under review, the (combined) pro forma consolidated financial statements of Taifun AG
include apart from the Wind Energy business segment of Babcock Prozessautomation GmbH,
Oberhausen, also Nordex Planungs- und Vertriebsgesellschaft mbH, Bad Essen; Südwind Energietechnik
GmbH, Oberhausen; Borsig Rotortechnik GmbH, Rostock; and Nordex GmbH, Rerik.
Previously, the operations of Babcock Prozessautomation GmbH, Oberhausen (‘‘BPA’’), comprised the
two divisions (business segments) of Power Plants and Wind Energy. As of October 1, 2000, Power
Plants was spun off and BPA with the remaining Wind Energy division contributed to Taifun AG, a
company organized on August 25, 2000.
Subsidiaries of Nordex GmbH, Rerik, were not included in the consolidation group since their impact on
the Taifun Group’s financial position and results of operations was insignificant. According to IAS,
another investee of Nordex GmbH, Rerik, was stated at amortized cost according to IAS as any
influence on the investee’s business and financial policies could be safely ruled out under IAS terms.
Except for Babcock Prozessautomation GmbH’s Wind Energy division, the operations of the Taifun
Group were conducted in the past by legally independent companies, and these were included in the
group accounts of BDAG Balcke-Dürr AG. The same procedure was adopted analogously and indirectly
for the Wind Energy segment, viz. by including Babcock Prozessautomation GmbH, a BDAG Balcke Dürr
AG Group company, as the latter’s unincorporated segment.
The annual financial statements of the companies included in the 3-year presentation of the
(combined) pro forma consolidated financial statements were prepared and audited in accordance with
German Commercial Code provisions, whereupon, based on our audits, we issued our unqualified
opinion on each. Such separate financial statements were restated to conform to IAS in order to
formulate the (combined) pro forma consolidated financial statements on the basis of groupwide
uniform accounting and valuation principles. Separate IAS-based segment financial statements were
prepared for the Wind Energy segment of Babcock Prozessautomation GmbH. All companies were
consolidated in the (combined) pro forma consolidated financial statements as of September 30, 2000/
1999/1998 in accordance with IASC rules mainly as follows and as described in greater detail in the
notes thereto:
The IAS require that initial capital consolidation be made as of the date of acquisition, which is defined
as the date at which control over net assets and business operations of the companies included in the
consolidation group actually passes to Taifun AG as transferee. According to current information, these
prerequisites will be met in early 2001 only, which is substantially why capital consolidation was
waived for the (combined) pro forma consolidated financial statements, also in conformity with the
opinion of IDW, the German institute of sworn public auditors. Consequently, no goodwill amortization
or release of badwill was disclosed in the (combined) pro forma consolidated financial statements, not
even for comparative purposes. In the future IAS-based consolidated financial statements of Taifun AG,
such expected goodwill amortization will burden the results of operations. In contrast, intercompany
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