Lead legal advisor on the sale of the district heating business Uniper Wärme GmbH

Rosin Büdenbender advised Uniper SE in connection with the sale of 100% of the shares in Uniper Wärme GmbH (UWG) to Iqony Fernwärme GmbH. UWG has been operating one of Germany’s largest district heating networks in the Ruhr area for more than 50 years, covering over 750 km and supplying heat to around 160,000 households in the Ruhr area. Iqony Fernwärme GmbH, part of the Steag Iqony Group, has concluded an agreement with Uniper Kraftwerke GmbH, part of Uniper SE, to purchase Uniper Wärme GmbH.

The sale of UWG follows the European Commission’s approval of the transaction under state aid law on 20 December 2022 (SA.103791). The parent company Uniper SE made use of comprehensive state stabilisation measures in the wake of the massive turmoil on the energy markets in 2022, triggered in particular by the significant restrictions on Russian gas exports as a result of the war in Ukraine.

In order to bring this state support into line with European state aid law, the European Commission imposed a number of conditions in its approval decision. A key condition was the obligation for Uniper SE to divest certain business areas, including UWG’s district heating business, and to sell them.

The law firm which specialises in energy law, Rosin Büdenbender, took on key legal management and implementation tasks in the multi-stage bidding process, particularly in the areas of seller-due diligence and structuring of the overall process. Rosin Büdenbender’s comprehensive support, particularly in compiling the data room and preparing the legal fact book, covered various issues relating to company law, district heating law, antitrust law, labour law and IP/IT law.

Against the backdrop of the aftermath of the energy crisis and the heat transition, a large number of complex issues relating to energy and district heating law continued to arise during the entire preparation of the transaction process, which was structured as a share deal.

Further information:

Uniper SE, Legal Department: Uniper Deal Team (M&A Law / M&A): Theresa Witt, Legal Counsel, M&A Law (Federführung); Ulrich Krockenberger, Vice President, Head of M&A Law; Jonas Koppe, CFA, Vice President M&A (Federführung); Eleonora Kochhan, M&A Project Manager; Christof Boehm, M&A Project Manager

Rosin Büdenbender Rechtsanwaltsgesellschaft mbH, Essen:

Dr Thomas Brunn LL.M. (Columbia University) (lead, M&A, corporate), Christina Will (lead, civil and energy law), Nadia Simon (lead, antitrust law), Dr. Peter Rosin (M&A, energy Law), Prof. Dr. Michael Bartsch (antitrust Law), Tobias Dingerdißen (civil and energy Law), Janna Poerschke (M&A, corporate), Christian Wolicki (public law, real estate law), Dr. Lukas Fedler (civil and energy law), Henning Blücher (M&A, corporate), Manfred Ziwey (financing Law), Nina Hollender (civil and energy law)

KLEINER Rechtsanwälte Partnerschaftsgesellschaft mbB, Düsseldorf:

Dr. Heike Freund, LL.M., Maître en droit (lead, IP/IT and data protection law), Dr. Cornelius Kleiner (IP/IT and data protection law)

Pusch Wahlig Workplace Law:

Eckbert Müller (lead, labour law), Marine Rezkalla (labour law)