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

procedure described for the preparation of the pro forma consolidated interim statements would enter
into consideration, the results of operations in the future IAS-based consolidated accounts to be
prepared by Nordex AG might according to the values at January 1, 2001, be on this basis burdened
with a maximum annual goodwill amortization of (netted) kE1,337. Such goodwill would amount to
kE20,048 and, assuming a 15-year period of benefit, be amortized over this range. Alternatively,
discounting the allocation of hidden reserves and after offset against reserves, the initially resulting
goodwill would amount to approx. kE5,113 and the corresponding goodwill amortization to around
kE358.
Intercompany balances (receivables, payables, income, expenses, gains, losses) and intercompany
profits were eliminated according to IAS in the pro forma consolidated interim statements.
With a view to ensuring optimum comparability of the pro forma consolidated interim statements as of
December 31, 2000, with the future actual situation in the Nordex Group, the group fees apportioned
and posted in the quarter under review by Babcock Borsig Group companies were eliminated from net
income and replaced by imputed future pro forma personnel and administrative expenses of Nordex
AG, with due regard to the ensuing imputed tax effects. In the profit appropriation account below
quarterly net income, such adjustments were reversed to develop pro forma net earnings in order to
avoid any fictitious changes in pro forma group equity. Moreover, the proposed direct-control and/or
profit and loss transfer agreements to be signed by and between the consolidated subsidiaries and
Nordex AG underlay the pro forma consolidated interim statements as of December 31, 2000, as did
their anticipated tax implications and effects.
In accordance with our engagement, we reviewed the IAS-based pro forma consolidated interim
statements for the 3-month period ended December 31, 2000, comprising Taifun AG’s pro forma
consolidated balance sheet, pro forma consolidated income statement, pro forma consolidated
statement of cash flows, pro forma statement of changes in shareholders’ equity, and the pro forma
notes thereto. The preparation of the quarterly accounts in accordance with IAS is the responsibility of
the Company’s legal representatives. Our responsibility is, based on our review, to issue a certificate
thereon.
We reviewed the pro forma consolidated interim statements as of December 31, 2000, in accordance
with the standards generally accepted in Germany for the review of financial statements as established
by Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW).
Said standards require that we plan and perform the review to obtain moderate assurance about
whether anything has come to our attention that causes us to believe that the pro forma consolidated
interim statements have not been prepared, in all material respects, in accordance with the applied
accounting principles. A review consists principally of inquiries of company personnel and analytical
procedures and, therefore, is substantially less in scope than a statutory audit, the objective of which is
the expression of an opinion regarding the financial statements taken as a whole. Accordingly, and in
line with our engagement, we cannot and do not express such an opinion.
Based on our review, we certify that, except for entry timing differences in the clearing accounts of
Babcock Borsig AG, nothing has come to our attention that causes us to believe that the pro forma
consolidated interim statements for the 3-month period ended December 31, 2000, do not present a
true and fair view of the net assets, financial position and results of operations or have not been
prepared, in all material respects, in accordance with the applied accounting principles.
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