3. Group of consolidated companies

The group of consolidated companies essentially consists of the following subsidiaries:

  • Deutsche Cell GmbH, Freiberg, Germany
  • Deutsche Solar AG, Freiberg, Germany
  • Go!Sun GmbH & Co. KG, Bonn, Germany
  • Solar Factory GmbH, Freiberg, Germany
  • SolarWorld Africa (Pty.) Ltd., Cape Town, South Africa
  • SolarWorld AG & SolarHolding GmbH in GbR Auermühle, Bonn, Germany
  • SolarWorld Asia Pacific PTE Ltd., Singapore, Singapore
  • SolarWorld California LLC, Camarillo, U.S.
  • SolarWorld France SAS, Grenoble, France
  • SolarWorld Ibérica SL, Madrid, Spain
  • SolarWorld Industries America LLC, Camarillo, U.S.
  • SolarWorld Industries America LP, Camarillo, U.S.
  • SolarWorld Industries Services LLC, Camarillo, U.S.
  • SolarWorld Industries Deutschland GmbH, Bonn, Germany
  • SolarWorld Industries Schalke GmbH i.L., Bonn, Germany
  • SolarWorld Innovations GmbH, Freiberg, Germany
  • SolarWorld Industries America Inc., Hillsboro, U.S.
  • SolarWorld Solicium GmbH, Freiberg, Germany
  • SolarWorld Power Projects Inc., Camarillo, U.S.
  • Sunicon AG, Freiberg, Germany

With exception of SolarWorld AG & SolarHolding GmbH in GbR Auermühle, SolarWorld AG directly or indirectly holds a 100 percent stake in all these companies.

SolarWorld AG & SolarHolding GmbH in GbR Auermühle

On April 30, 2010 SolarWorld AG acquired 49 percent of the shares of SolarWorld AG & SOLARHOLDING GMBH IN GBR AUERMÜHLE (Auermühle) the latter being a company which basically owns and leases an office building including storage facilities in Bonn (Germany). Background for the acquisition was the continuous growth of SolarWorld AG and the accompanying space requirements of the sales headquarters in Bonn.

Furthermore, in connection with the purchase of the shares SolarWorld AG respectively Solar Holding Beteiligungsgesellschaft mbH have received the right to purchase respectively sell further shares of the company, 45 percent at a maximum.Hence, the company has been fully consolidated for the first time as of April 30, 2010, and a purchase price liability has been recognized for the future share purchase at the same time.

The fair values of the identifiable assets and liabilities of Auermühle as of the acquisition date determined on a preliminary basis were as follows:

in k€

 

Fixed assets

39,481

Current assets

5,440

Receivables

5,425

Liquid funds

15

Total assets

44,921

Total financial liabilities

-26,521

Fair value of total identifiable net assets

18,400

Purchase consideration transferred

17,296

Non-controlling interests

1,104

The fair value of the transferred receivables is equal to the contractually agreed gross amount of the receivables.

The amount of the non-controlling interest is determined on the basis of the proportionate fair value of the net assets. In the course of the first-time consolidation the fixed assets have been revaluated. The value of the acquired company mainly arises from the valuation of the single assets especially of the building and the financial liabilities and not from ongoing business operations. Due to this the purchase price paid was the basis for the revaluation of the fixed assets.

During the time of the membership to SolarWorld Group the company has not contributetd any revenue, but a negative net income in amount of k€ -29. If the business combination had taken place as of the beginning of the year, the contributions would have been correspondingly immaterial. Therefore, the exact determination of the disclosures according to IFRS 3.B64 (q) (ii) has not been made due to efficiency and effectiveness considerations.

The purchase consideration consists of a purchase price payment in amount of k€ 9,016 for the already transferred shares on the one hand and of a purchase price liability in amount of k€ 8,280 for the future share purchase on the other hand.

The net cash outflow of the business combination amounted to k€ -9,007 and is calculated as follows:

in k€

 

Cash outflow

-9,016

Transaction costs of the acquisition (included in cash flow from operating activities)

-6

Liquid funds received

15

Net cash outflow

-9,007

The transaction costs of the acquisition have been recognized in the other operating expenses. The purchase price liability has been recognized in the non-current financial liabilities.

SolarWorld France SAS

In April 2010, in Grenoble/France, SolarWorld France SAS has been founded as a 100 percent subsidiary. The company is supposed to further support the market presence in the European foreign countries.

SolarWorld Korea Ltd.

In the scope of a capital increase, SolarWorld AG acquired new shares in the Joint Venture SolarWorld Korea Ltd. on July 29, 2009, and then held 76.5 percent in the company as of December 31, 2009. In February 2010, the Joint Venture partner of SolarWorld Korea Ltd. has exercised his right to reacquire 26.5 percent of the shares in SolarWorld Korea Ltd. for a fixed price within the period of one year and thus re-established an equal share quota. Therefore, as of June 30, 2010, again 50 percent of the shares of SolarWorld Korea Ltd. are in possession of SolarWorld AG.

Qatar Solar Technologies Q.S.C.

In April 2010, SolarWorld AG has taken an interest of 29 percent in the newly founded joint venture Qatar Solar Technologies Q.S.C. domiciled in the emirate Qatar. On the Arabian Peninsula, the joint venture will build production facilities for polysilicon with a planned capacity of 3,600 tons p.a..

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