Heuking advises GEW / RheinEnergie on share acquisition from rhenag

A team led by Heuking Partner Dr. Oliver von Rosenberg, LL.M., advised GEW / RheinEnergie on the acquisition of shares in rhenag. Following extensive second phase proceedings by the German Federal Cartel Office, RheinEnergie will hold 54.4% of rhenag in the future while Westenergie will hold 45.6% of the joint company. RheinEnergie had previously held one-third of the company, with Westenergie holding the remaining two-thirds. Both partners are contributing municipal utility shareholdings in the Rhineland into rhenag in agreement with their municipal partners and co-shareholders.

Since 2002, Westenergie and its predecessor firms had held one-fifth of the shares in RheinEnergie. Now that the Essen-based company has obtained an additional 4.2%, it is just short of holding the blocking minority. In return, RheinEnergie will receive its partner’s shares in municipal utility Stadtwerke Duisburg of which Westenergie holds one-fifth. According to news reports, an optional second round of participation including some 40% is being discussed, which would, however, severely limit the City of Cologne’s options at its largest subsidiary.

Back in November 2020, the partners had agreed on the framework for their collaboration. The antitrust authorities gave their preliminary clearance in September, and the transaction was closed at the end of March. Initially, operations were set to commence in Q1/2022.

The collaboration aims to further reinforce the dynamic Rhineland region, with both partners contributing their respective strengths: RheinEnergie AG’s regional orientation and business models for urban centers, and Westenergie AG as an efficient infrastructure partner for smaller and medium-sized municipal utilities.

Founded in 2002, RheinEnergie AG has grown to become one of Germany’s main regional utilities, the majority of which are run by municipalities. As one of the key economic forces in Cologne and the surrounding areas, it is the primary provider of energy and water services for Cologne and the Rhineland region. The company is in charge of supplying energy and drinking water to some 2.5 million people, industry, trade, and commerce.

rhenag Rheinische Energie Aktiengesellschaft enjoys decades of experience with municipal utility partnerships as a nationwide service provider for small and medium-sized energy utilities. Its concentration in the expanding Rhineland region focuses increasingly on digital market products and services, integrating e-mobility and expanding renewable energy sources across industries.

Since 2002, Dr. Oliver von Rosenberg has been retained by RheinEnergie and its parent company, GEW. The client followed him from Freshfields Bruckhaus Deringer to Görg in 2016, and subsequently to Heuking at the beginning of 2020. The law firm has also been advising RheinEnergie for many years, including the Public Sector & Public Procurement team on the new construction of the company’s representative administrative facility, which opened in 2014. 

Counsel to GEW / RheinEnergie
Heuking Kühn Lüer Wojtek:

Dr. Oliver von Rosenberg, LL.M., (Lead),
Dr. Alexander Jüngst, both Cologne,
Dr. Katharina Prasuhn (all Corporate/M&A), Munich,
Dr. Frederik Wiemer (Antitrust),
Fabian Gaffron (Tax), both Hamburg,
Dr. Ute Jasper,
Dr. Laurence Westen (both Public Sector & Public Procurement),
Dr. Tobias Woltering (Energy), all Düsseldorf,
Michael Neises (Banking and Finance), Frankfurt,
Prof. Dr. Martin Reufels, LL.M.,
Kerstin Deiters, LL.M., EMBA (both Employment), both Cologne,
Judy-Anne Krug, LL.M., (Commercial and Distribution), Hamburg,
Michèle von Lewinski (Banking and Finance), Frankfurt

Additional counsel:

In-house Legal
Thomas Mertens (Head of Legal),
Ruth Schanko, both Cologne

Counsel to RheinEnergie and Westenergie
BDO (Düsseldorf): Dr. Michael Brauer (Lead);
Christian Richter,
Philipp Baumeister,
Peter Müller (all Tax)

Civil Law Notary’s Office
Dr. Heinze and Dr. Wagner (Cologne): Dr. Stefan Heinze

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