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

Business
Introduction and Overview
The Nordex Group develops and produces technologically advanced wind turbines with an emphasis on
high performance turbines, in particular megawatt turbines. The Company regards itself as a systems
developer, focused on its key capabilities: the development and engineering of large wind turbines, the
development and production of controls and electrical technology for its wind turbines, and the
development and manufacture of rotor blades for megawatt wind turbines. In addition, the Nordex
Group has positioned itself as a provider of services such as the technical planning of wind farm
systems, from the identification of suitable sites to the technical implementation of wind farms,
including connection to the grid, as well as the servicing of wind turbines. The Nordex Group does not
operate its own wind turbines, except for prototypes which it uses for its own development purposes.
Nordex AG is a holding company. It directly holds 100% of the share capital of each of its five
subsidiaries. It has a management role which involves it in exercising on a group-wide basis functions
such as planning and strategy, the coordination of purchasing and sales, development and other
central administrative functions.
In recent years, the Nordex Group has focused on the development and production of key components
for wind turbines (namely controls, grid connections and, more recently, rotor blades for megawatt
wind turbines). The Group has also established a supply management function for some of the other
components which are available on the open market, such as masts, gears, rotor blades (to the extent
the Group does not produce these itself), the production of each of which is contracted to two to three
leading outside suppliers, predominantly on the basis of long-term supply agreements. Although the
Nordex Group has only been manufacturing rotor blades since early 2000, it has already succeeded in
recruiting development personnel with a high level of technical expertise.
The turnkey production of wind turbines and wind farms as well as their maintenance and servicing are
carried out by Nordex Energy GmbH and Südwind Energy GmbH. Nordex and Südwind turbines are
manufactured by Nordex Energy GmbH in Rostock, Germany. Nordex Rotor GmbH produces some of
the rotor blades required for the wind turbines produced by the Nordex Group, particularly for the N-80
and N-62 models. Nordex Automation GmbH develops and produces electronic controls and the
‘‘Nordex Control’’ control software for the majority of the wind turbines Nordex manufactures, and also
develops and produces electrical and electronic components for wind farms, including grid
connections. NPV Planungs- & Vertriebsgesellschaft mbH handles the technical planning of wind
farms as well as sales of the Nordex Group’s wind turbines, principally in Germany, The Netherlands,
Switzerland, Belgium and Austria. The Nordex Group’s activities therefore cover most aspects of the
wind power industry, other than wind farm operations from the development of sites for wind turbines
through to the turnkey construction of wind farms.
The Nordex Group’s product line comprises turbines of all performance classes currently on the market,
ranging from small wind turbines to the most powerful wind turbine in production in the world today,
the N-80, which has a rotor diameter of 80m and a nominal output of 2.5 megawatts (see ‘‘—Products
and Production’’). Besides the Federal Republic of Germany, the Nordex Group’s main established
markets are Denmark, Spain and China. The Nordex Group has also been successful recently in selling
its products in France, Greece, North America and in Egypt, where the Nordex Group is the dominant
supplier of wind turbines in what is still a relatively small market.
In the fiscal year ended September 30, 2000, the Nordex Group had an average of 523 employees and
generated sales revenues of approximately E273 million and EBIT (earnings before interest and taxes)
of approximately E13.2 million based on the IAS Pro Forma Consolidated Financial Statements.
As of February 20, 2001 Nordex had produced 1,528 wind turbines. The total nominal output of these
turbines is equivalent to approximately 1,013 megawatts.
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