Hamburg – SEFE Securing Energy for Europe GmbH (SEFE) has acquired all the shares in WIGA Transport Beteiligungs-GmbH & Co. KG (WIGA) from its co-shareholder Wintershall Dea AG. The transaction is currently awaiting approval from the competition authorities.
SEFE is wholly owned by the Federal Republic of Germany. WIGA owns regulated gas pipeline operators GASCADE Gastransport GmbH and NEL Gastransport GmbH, who operate one of the largest high-pressure gas networks in Germany with a combined length of around 4,150 kilometres.
These networks have a key role to play in European energy security and the green energy transformation. The transaction will strengthen SEFE in its role of ensuring secure and reliable energy supply in Germany and Europe, as well as boosting its hydrogen expertise.
“With the full acquisition of WIGA as sole shareholder, we are strategically strengthening SEFE as an independent and autonomous midstream company,” commented Reinhard Gorenflos, Chairman of the SEFE Supervisory Board.
“SEFE being the sole shareholder of WIGA will ensure that GASCADE can convert the existing high-performance infrastructure to hydrogen in the future. In this way, we can help drive forward the green energy transformation. Transportation infrastructure is a pivotal part of the future hydrogen value chain,” said Dr Egbert Laege, CEO of SEFE. “The two WIGA subsidiaries, GASCADE and NEL, will continue to operate independently and market their capacity in a transparent and non-discriminatory manner.”
SEFE CFO Dr Christian Ohlms highlighted the importance of WIGA with regard to the privatisation of SEFE, which is due to take place by the end of 2028: “With this transaction, which is expected to complete by summer 2024, we are strengthening SEFE’s asset base. Our aim is to continue the long-term development of SEFE on a stable financial footing.”
A multinational CMS team headed by Hamburg-based partner Dr Holger Kraft advised SEFE on all aspects of acquiring WIGA. In addition to extensive due diligence on the entire WIGA Group, including GASCADE and NEL, which are regulated under energy law, this work covered negotiation of the share purchase agreement and separate agreements with the shareholders of Wintershall Dea AG. Alongside negotiating the transaction agreements, the advice focused on safeguarding the transaction through several W&I insurance agreements, including negotiating the policies, and handling regulatory issues relating to gas network operation and other public-law matters.
CMS Germany worked closely with the CMS law firms in the UK and Luxembourg, and with US law firm Faegre Drinker Biddle & Reath LLP. CMS previously advised the Federal Network Agency (BNetzA) and the Federal Ministry for Economic Affairs and Climate Action in 2022 and 2023 around their trusteeship over SEFE and its subsequent nationalisation by way of corporate actions. The instructions for this transaction followed on from that successful cooperation.
About SEFE:
As an integrated midstream energy company headquartered in Berlin, SEFE Securing Energy for Europe ensures the security of energy supply in Germany and Europe and is driving the green energy transformation. SEFE is active in trading & portfolio management, sales, transportation and storage of energy and has its strongest presence in Germany and the UK. SEFE employs around 1,500 people and supplies over 50,000 customers, in particular industrial customers and municipal utilities in Germany and seven other European markets. With a sales volume of around 200 TWh of power and gas, SEFE plays a central role in stability of the energy supply in Germany and Europe. SEFE is owned by the Federal Government of Germany.
CMS Germany
Dr Holger Kraft, Lead Partner
Dr Jan Schepke, Partner
Matthias Sethmann, Principal Counsel
Dr Dirk Baukholt, Principal Counsel
Charlotte von der Heydt-von Kalckreuth, Counsel
Dr Stefan Kühl, Senior Associate
Dr Paul Kintrup, Senior Associate, all Corporate/M&A
Dr Rolf Hempel, Partner
Dr Friedrich von Burchard, Partner
Nicole Köppen, Senior Associate, all Regulatory
Dr Hermann Müller, Partner
Dr Arno Görlitz, Associate, both Public Commercial Law
Dr Martin Mohr, Partner
Dr Olaf Thießen, Principal Counsel, both Tax
Dr Alexandra Schluck-Amend, Partner
Manuel Nann, Senior Associate
Pit-Johannes Wagner, Associate, all Restructuring
Dr Andreas Hofelich, Partner
Dr Mario Brungs, Counsel
Dr Lena Pingen, Associate, all Employment/Pensions
Dr Fritz von Hammerstein, Partner
Jan Gröschel, Senior Associate
Heike Weyer, Senior Associate, all Public Law
Dr Stefan Voß, Partner
Tamara Bux, Associate, both Real Estate
Dr Sebastian Cording, Partner
Martin Krause, Partner
Dr Shaya Stender, Associate
Joel Coché, Associate, all Commercial
Dr Julia Runge, Principal Counsel, Finance
Dr Michael Bauer, Partner
Christoff Henrik Soltau, Partner
Dr Robert Bodewig, Senior Associate
Luisa Thomasberger, Associate, all Antitrust, Competition & Trade
CMS UK
Russel Hoare, Partner
Sam De Silva, Partner
Jean-Francois Willems, Of Counsel
Jennifer Louch, Senior Associate
Maximilian Weaver, Senior Associate
Louisa Mottaz, Associate
CMS Luxembourg
Angelique Eguether, Senior Associate
Guillaume Flagollet, Managing Associate
Faegre Drinker Biddle & Reath LLP (USA)
Mollie D. Sitkowski
Inhouse at SEFE Securing Energy for Europe GmbH
Dr Jörg Kammerer
Jörn Rimke
Press Contact
presse@cms-hs.com
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