E_mg_GB_03_vorne-29_3_04

MANAGEMENT SHARE STRATEGY SPECIAL SECTION MANAGEMENT REPORT FINANCIAL STATEMENTS FURTHER INFORMATION
Consolidated Balance Sheets • Statements of Income • Statements of Cash Flows • Statements of Changes in shareholders’ Equity • Fixed Assets Schedule • Notes • Independent Auditors’ Report
During the aforementioned periods, Allianz AG (including Dresdner Bank AG) performed various
financial services for the mg Group at arm’s-length market rates and conditions. These business
relations were not of material importance for either the mg Group or the principal owners. Furthermore,
the investment bank Dresdner Kleinwort Wasserstein, which belongs to Dresdner Bank AG,
is involved in the disposal of Dynamit Nobel. This mandate is being performed at arm’s-length
market rates.
There are no business relations with the shareholder Dr. Otto Happel.
25) Subsequent Events
On January 16, 2004, chemicals trading company Safic-Alcan S.A., based in Paris, France – which
belongs to solvadis ag, Frankfurt am Main – was sold to French holding company Daniel Lebard
Management Development (DLMD) and Alpha-Associés, a French private equity house (for further
information please refer to Note G) ‘Discontinued operations’).
Grasso’s Koninklijke Machinefabrieken N.V., ‘s-Hertogenbosch, Netherlands, which belongs to GEA,
acquired the Dutch Goedhart Holdings B.V. with effect from January 1, 2004. Goedhart manufactures
and sells customized air coolers, heat exchanger coils, and condensers for industrial refrigeration. It
employs roughly 240 people at its two sites in the Netherlands and the Czech Republic. The company
generated sales of a28.6 million in 2002. The transaction still needs to be approved by the antitrust
authorities.
On January 30 and February 5, 2004, mg vv ag, Frankfurt am Main, sold 51% and 17% of the shares
in mg vv Projektentwicklung Daimlerstrasse GmbH & Co. KG, Frankfurt am Main, to DAL, Mainz,
and INC Projektentwicklung GmbH, Fürth, respectively. mg vv’s shareholding now amounts to 32%.
The same shareholdings apply to Komplementär GmbH. This transaction still has to be cleared by
the competent EU Commission and the German antitrust authorities (for further information see
Note 4) ‘Receivables and Other Assets’).
In order to simply the structure of the mg Group, the Executive Board of mg technologies ag decided
on February 23, 2004 to merge GEA AG with mg technologies ag with effect from January 1, 2005.
In preparation for this measure, the Executive Board of GEA AG was asked to initiate the squeeze-out
of GEA’s external shareholders pursuant to section 327a of the German Joint Stock Corporation Act
(AktG). In parallel with these measures, preparations are being made to merge the Head Office functions
of mg technologies ag and GEA AG. The merged company will probably be based in Bochum.
In order to strengthen its process engineering business, GEA acquired Diessel GmbH & Co. KG,
Hildesheim, Germany, and Colby Powder Systems, based in New Zealand, in March 2004. Both
acquisitions still need to be cleared by the relevant antitrust authorities. Diessel GmbH & Co. KG is
a leading provider of process plant for breweries, the beverage industry and for the pharmaceutical
and biotech sectors. GEA will take on 177 of Diessel’s employees, its fixed assets, and the majority
of its order book. The company’s sales target for 2004 is approximately a33 million. Colby Powder
Systems designs and builds integrated powder, handling and powder-filling equipment for the milkprocessing
industry and the production of baby food. With 109 employees, it generates sales of
roughly a22 million.
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