VNG acquires Gas-Union

HKCF acted as exclusive M&A adviser to VNG AG

Leipzig / Frankfurt am Main, July 3, 2020 – German energy group VNG AG has prevailed in a Europe-wide competitive bidding process to acquire 100% of the shares in Gas-Union GmbH, based in Frankfurt am Main. The previous shareholders initiated the structured sale process through a formal EU-wide tender in March 2020 and have now agreed to transfer their stakes to VNG, a Leipzig-based integrated energy company with international operations.

Gas-Union, with over 55 years of experience in the natural gas sector, operates as a wholesale supplier and service provider in the German energy market. Through this acquisition, VNG — a leading player in Germany’s gas industry — aims to further strengthen its trading and sales business. The signing of the share purchase agreement took place on July 3, 2020, in Frankfurt. The transaction is subject to customary regulatory approvals and clearance by the corporate governance bodies.

Dr. Constantin H. Alsheimer, CEO of Mainova AG (Gas-Union’s largest shareholder), commented at signing:
“We are confident that VNG, with its deep expertise in the gas sector, is the ideal strategic partner to drive the continued development of Gas-Union in an increasingly challenging market environment.”

Ulf Heitmüller, CEO of VNG AG, stated:
“We are pleased to have succeeded in a highly competitive process. Gas-Union is a well-established company with a strong reputation for customer focus, particularly in wholesale and downstream gas sales.”

Transaction closing is targeted for the end of 2020. Legal and transaction advisors to the selling shareholders are Clifford Chance and Kearney, respectively. VNG AG is being advised by Latham & Watkins and its internal legal counsel. HKCF Corporate Finance GmbH acted as exclusive financial advisor to the buyer. Gas-Union supplies regional and municipal utilities, industrial customers, and power plants across Germany. Its natural gas transmission network extends over 544 km, complemented by storage capacity at four locations with a total working gas volume of 3.42 TWh.

Current shareholders of Gas-Union include Mainova AG (34.27%), RGE Holding GmbH (23.57%), Kraftwerke Mainz-Wiesbaden AG (15.91%), Städtische Werke AG (9.18%), Stadtwerke Göttingen AG (6.12%), Stadtwerke Essen AG (4.55%), Energie- und Wasserversorgung Mittleres Ruhrgebiet GmbH (4.55%). Upon completion, these shares—along with 1.85% treasury shares currently held by Gas-Union itself—will transfer to VNG AG, resulting in 100% ownership.