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

Shareholders’ Meeting of Nordex AG in such a way that the candidate nominated by Nordvest A/S is
elected to the Supervisory Board (see ‘‘Relationships with Principal Shareholders, the Babcock Borsig
Group and the Pedersen Family’’).
After the expiry of the lock-up period for shareholders and the Lock-up Agreements entered into with
Dresdner Bank (see ‘‘The Offering—Lock-up Agreements’’), the Selling Shareholders will be able to sell
their shares. If the Selling Shareholders divest extensively, this could lead to an increased number of
Nordex shares available, which could be detrimental to the market price of the Company’s shares.
Valuation of the Nordex Group as part of the Planned Merger
As part of the merger of Balcke-Dürr AG and Babcock Borsig AG, which was reported in the press and is
scheduled for the second half of 2001, a valuation will be performed of the Balcke-Dürr Group in which
the value of the interest held by Balcke-Dürr AG in Nordex AG will be determined. The Company
anticipates that a preliminary valuation report for Balcke-Dürr AG will be published (expected at the
beginning of April 2001), initially without the valuation of Nordex AG. In a second step, the value of
Nordex AG will be included, taking into account the valuation established as part of the bookbuilding
process and included in the above report. The valuation of Nordex AG in this expert opinion could differ
from the Offer Price determined on the basis of pre-marketing and bookbuilding by Nordex AG in
consultation with the Joint Lead Managers and the Selling Shareholders, and from the market price
that develops following the listing, due, inter alia, to the differing legal premise behind the valuation
required for the merger. Such discrepancies in valuations could have a material adverse effect on the
future development of the market price of Nordex shares.
High Volatility on the Neuer Markt, no Public Market for the Company’s Shares
The Company has applied for admission to trading on the Neuer Markt of the Frankfurt Stock
Exchange, a market segment established on March 10, 1997, for innovative growth companies in
Germany. The companies listed on the Neuer Markt typically have a comparatively high risk-reward
ratio. For this reason, the share prices and trading turnover of such companies have often been subject
to considerable volatility in the past, which is often either unrelated to the business success of such
companies or not related to the degree implied by such fluctuations. The considerable volatility of
shares on the Neuer Markt could have a material adverse effect on the Company’s share price.
Before the Offering, there was no public market for the Company’s shares. The Offer Price will be
determined by Dresdner Bank in consultation with the Company and the Selling Shareholders following
completion of the bookbuilding process. There can be no assurance that the Offer Price will correspond
to the price at which the Offered shares are traded subsequent to the Offering, nor that active trading
in the Company’s shares will develop and be sustained after the Offering. This could have a material
adverse effect on the market price of the Company’s shares.
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