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

INDEPENDENT AUDITOR’S CERTIFICATE OF REVIEW
The operations of the Taifun (now Nordex) Group were in the past conducted partly within legally
independent entities, partly in 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
(today’s Nordex AG) prepared pro forma consolidated interim statements for the 3-month period ended
December 31, 2000 (‘‘First Quarter for Fiscal Year 2000/2001’’), which include the entities now owned by
Nordex AG (formerly Taifun AG). The accounting and other transactions are explained in greater detail
in the notes to the pro forma consolidated interim statements of Taifun AG.
In the quarter under review, the pro forma consolidated interim statements of Taifun AG as of
December 31, 2000, included apart from Nordex Automation GmbH, Oberhausen (formerly Babcock
Prozessautomation GmbH, Wind Energy division), also NPV Planung und Vertrieb GmbH, Bad Essen
(formerly Nordex Planungs- und Vertriebsgesellschaft mbH), Südwind Energy GmbH, Oberhausen
(formerly Südwind Borsig Energy GmbH), Nordex Rotor GmbH, Rostock (formerly Borsig Rotortechnik
GmbH), and Nordex Energy GmbH, Rerik (formerly Nordex GmbH).
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 as of December 14,
2000 (date of Commercial Register entry) to Taifun AG, a company organized on August 25, 2000.
Babcock Prozessautomation GmbH with its remaining, Wind Energy, division was renamed Nordex
Automation GmbH, Oberhausen, as of November 20, 2000.
Subsidiaries of Nordex Energy GmbH, Rerik, were not included in the consolidation group since their
impact on the Taifun Group’s net assets, financial position and results of operations was insignificant.
Another investee of Nordex Energy 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.
The interim (quarterly) accounts of companies included in the pro forma consolidated interim
statements as of December 31, 2000, were prepared in accordance with the accounting regulations of
the German Commercial Code. In line with our engagement, we reviewed the interim accounts of such
consolidated subsidiaries for the 3-month period ended December 31, 2000. Our review included
assessing such quarterly accounts by obtaining information and audit evidence through inquiries and
analytical audit procedures. Our review did not cover the contents of the consolidated subsidiaries’
accounting systems. For preparing the pro forma consolidated interim statements, the separate
quarterly accounts for the 3-month period ended December 31, 2000, were substantially restated to
conform with IAS in accordance with groupwide uniform accounting principles. The companies were
consolidated in the pro forma consolidated interim statements as of December 31, 2000, 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 (now Nordex AG) as transferee. These prerequisites
were met in early 2001 only. Since Taifun AG was required to account for the shares in said subsidiaries
already as of December 31, 2000, capital consolidation was effected pro forma and pro forma goodwill
disclosed in order to present an as true as possible view of the net assets at December 31, 2000. For the
time being, potential hidden reserves and burdens did not enter into consideration. Since, when the
individual subsidiaries were transferred and contributed to Taifun AG, this nonmonetary transaction
constituted merely a restructuring process within the Babcock Borsig Group, the investment book
values carried in Taifun AG’s balance sheet underlay pro forma capital consolidation. No amortization,
primarily of a potential goodwill, due to the pro forma capital consolidation was charged to income for
reasons of comparability with the (combined) pro forma consolidated financial statements. The
Company is presently testing the components of the resultant difference (net equity under cost) for
future accounting treatment. Provided that no different allocation or offset in comparison with the
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