AEG 21604 G Manual de usuario descargar pdf (Pagina 413)

F-172

Notes to the 2009 Consolidated Pro-Forma Income Statement

The unaudited consolidated Pro forma statement of income of 3W Power Holdings S.A. (Lux) (the "Company")

for the year ended 31 December 2009 (the "Pro Forma Financial Information") has been prepared for illustra-

tive purposes only. The Pro-Forma Financial Information presents the Company's results for the year ended 31

December 2009 under the assumption that the indirect acquisition of all shares in AEG Power Solutions B.V. by

the Company that actually occurred on 10 September 2009 had already occurred as at 1 January 2009. The

Pro forma Financial Information shows adjustments to the audited consolidated financial information of the

Company for the year ended 31 December 2009 to: (i) include the impact of the consolidated income of AEG

Power Solutions B.V. for the period from 1 January 2009 to 10 September 2010; (ii) include the impact of amor-

tization expenses as a result of the increase in goodwill and other intangible assets as a result of purchase price

adjustments for the entire year 2009; (iii) include the adjustment for interest income of the consolidated income

of the Company for the year ended 31 December 2009 that would not have accrued had the cash component of

the purchase price for the indirect acquisition of all shares in AEG Power Solutions B.V. already been made as at

1 January 2009.

Due to its nature, the Pro forma Financial Information addresses a hypothetical situation and, therefore, does not

represent the Company's actual results. The Pro Forma Financial Information was prepared using the Company's

accounting policies. It is based on information that was prepared in accordance with IFRS as adopted by the EU

and has been prepared and based on the Company's audited financial statements for the year ended 31 December

2009, adjusted as described in the Notes to the Pro-Forma Financial Information.

The Pro forma Financial Information should be read in conjunction with the notes, as well as with the Com-

pany's audited financial statements as at and for the year ended 31 December 2009 and the related notes all con-

tained elsewhere in this Prospectus.

Acquisition of AEG Power Solutions B.V.

On 10 September 2009, the Company indirectly acquired 100% of the shares in AEG Power Solutions BV. The

transaction was structured so that the AEG Power Solutions B.V. shareholders contributed their shares and op-

tions in AEG Power Solutions B.V. to Power Solutions Holdings B.V. The Company acquired Power Solutions

Holding B.V. thereby acquiring all shares in AEG Power Solutions B.V.. At the same time all outstanding op-

tions in AEG Power Solutions B.V. were deemed exercised and cancelled. Power Solutions Holding B.V. subse-

quently merged with and was absorbed into Germany1 Acquisition BV a wholly owned subsidiary of the Com-

pany.

Notes to the Pro Forma Financial Information:

1. The information in this column has been derived directly from the audited financial statements of 3W Power

Holdings S.A. (previously named Germany1 Acquisition Ltd) for the year ended 31 December 2009.

2. The information in this column represents the consolidated income information of AEG and its subsidiaries

for the period 1 January 2009 to the date the Business Combination was consummated (i.e. 10 September

2009).

3. The information in this column represents the pro forma adjustment of the depreciation and amortization

charges on intangible assets and the resulting deferred tax benefit for the period 1 January 2009 to 10 Sep-

tember 2009 as if the acquisition of AEG Power Solutions B.V. had occurred as at 1 January 2009. These ad-

ditional pro forma depreciation and amortization charges assume that the Intangible assets that would have

been recorded as at 1 January 2009 would have been equal to those recorded as at 10 September 2009, the ac-

tual date the Business Combination took place. The income tax benefit is based upon an average rate of 29%.

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