Stuttgart

Hamburg – On 25 April 2024, Germany’s Federal Administrative Court dismissed the lawsuits brought by environmental groups Deutsche Umwelthilfe (DUH) and NABU against the planning approval granted by Stralsund Department of Mining on 21 August 2023 for the construction and operation of the first marine section of the Baltic Connector Pipeline (Ostsee An­bindungslei­tung – OAL).A CMS team headed by Dr Christiane Kappes and Dr Neele Christiansen represented the proponent, GASCADE Gastransport GmbH (GASCADE), as summoned party in the proceedings before the Federal Administrative Court. GASCADE operates a natural gas pipeline system in Germany with a total length of around 3,700 kilometres. The team previously advised GASCADE on all aspects of the planning approval procedure for the OAL. At around 50 kilometres long, the OAL offshore pipeline connects the LNG terminal planned by Deutsche ReGas (Floating Storage and Regasification Unit – FSRU) for Mukran on the island of Rügen to the existing long-distance gas grid in Lubmin. This LNG project is set to feed at least ten billion cubic metres of natural gas a year from the OAL into the German gas grid, replacing some of the previous gas imports from Russia and making a significant contribution to energy security. The Federal Administrative Court rejected all the claimants’ objections to the legality of the planning approval. Realising the OAL as quickly as possible serves the key purpose of ensuring a secure and diversified gas supply in Germany. Overriding public interest and the need for public security make the project essential. Fast-tracking its approval is an appropriate way to deal with the continuing gas supply crisis resulting from suspension of Russian gas supplies and destruction of the Nord Stream pipeline. Under the facilitation provisions of the LNG Facilitation Act (LNG-Beschleuni­gungs­ge­setz – LNGG), no environmental impact assessment was therefore required for the OAL. The project is also compatible with current law on the protection of nature and wildlife. No issues were found with the environmental assessment of temporary loss of function for reefs protected by law or the review of the con­struc­tion-re­lated impact on marine mammals and birds on rest stops. The Court held that the planning resolution had also given adequate consideration to the project’s impact on the global climate. The Federal Administrative Court has thus confirmed its previous urgent decisions in which it dismissed several fast-track actions brought by environmental groups DUH and NABU in recent months (BVerwG 7 VR 4.23, 7 VR 6.23, 7 VR 1.24, 7 VR 2.24). The Federal Administrative Court’s case references are 7 A 9.23 and 7 A 11.23. CMS Germany Dr Christiane Kappes, Partner Dr Neele Christiansen, Part­ner Se­basti­an Belz, Counsel Knut Göring-Tisch, Associate Dr Lisa Rueß, Associate, all Real Estate & PublicPress Con­tact presse@cms-hs. com

Stut­tgart/Ham­burg – Multinational law firm CMS has advised the management board of Telefónica Deutschland in connection with the delisting acquisition offer of Telefónica Local Services GmbH, a wholly-owned subsidiary of Telefónica, S.A. The public delisting acquisition offer was successfully completed on expiry of the acceptance period at midnight (CEST) on 18 April 2024. As of last Friday, Telefónica Deutschland is no longer listed on the Frankfurt Stock Exchange. The management board and supervisory board of Telefónica Deutschland had already responded to a partial acquisition offer of Telefónica Local Services GmbH in a joint opinion issued in December 2023, having been advised by both law firms. On 26 March 2024, another joint reasoned opinion was issued with respect to the bidder’s renewed offer in relation to the public delisting acquisition offer for all Telefónica Local Services GmbH shares in Telefónica Deutschland that were not directly held by the bidder, at a price of EUR 2.35 in cash. The management board and supervisory board recommended that the shareholders accept the offer. In total, Telefónica, S.A. directly and indirectly held approximately 94.35% of the shares in Telefónica Deutschland at the beginning of the offer period. The offer was aimed at acquiring the remaining 5.65% of the shares. It values Telefónica Deutschland at around EUR 7 billion and the outstanding stake at just under EUR 400 million. Dr Karsten Heider, a partner at law firm CMS and advisor to the management board of Telefónica Deutschland, commented: “It has once again been a great pleasure to advise Telefónica Deutschland on this interesting transaction, including conclusion of the delisting agreement and delisting procedure on the Frankfurt Stock Exchange.”CMS previously advised the management board of Telefónica Deutschland Holding AG in connection with all aspects of the offer made by Telefónica, S.A. to the shareholders of Telefónica Deutschland Holding AG in December 2023 for acquisition of its approximately 551 million shares by its wholly-owned subsidiary Telefónica Local Services GmbH. In particular, the team assisted Telefónica Deutschland around issuing the reasoned opinion on the offer required under the German Securities Acquisition and Takeover Act (WpÜG). The acquisition offer was accepted with regard to around 234 million shares within the acceptance period, which ended on 17 January 2024. CMS Germany Dr Karsten Heider, Co-Lead Partner Dr Henrik Drinkuth, Co-Lead Partner Dominik von Zehmen, Counsel Carola Kürten, Senior Associate, all Corporate/M&A Telefónica Deutschland Holding AG Legal Department Marcel Ritter, General Counsel & Compliance Officer Petra Mitzlaff, Head of Capital Markets LawThe supervisory board of Telefónica Deutschland Holding AG received legal advice from Pinsent Masons. Press Con­tact presse@cms-hs. com

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