CHSH Cerha Hempel Spiegelfeld Hlawati Rechtsanwalte has advised Austria's publicly listed OMV in connection with the sale of a 49% stake in Gas Connect Austria GmbH (GCA) to a consortium formed by the German Allianz Group and Snam, Italy’s gas infrastructure operator. Binder Groesswang — working with the Italian firm Bonelli Erede — advised Snam on the deal, with Wolf Theiss advising Allianz — which also consulted Starlinger Mayer Rechtsanwalte for the preparation of the due diligence.
The consortium was selected as purchaser by OMV after a competitive auction process that started in the second quarter of 2016. Signing took place on September 22, 2016, with closing of the transaction — conditional upon merger control clearance by German and Austrian authorities — expected by year-end. Allianz Capital Partners (ACP), the alternative asset managers at Allianz Group, carried out the transaction on behalf of Austrian and German Allianz insurance companies.
GCA, which is headquartered in Vienna, is a transmission and distribution system operator and a subsidiary of the Austrian oil and gas group OMV. The company's core business is the marketing of cross-border transmission capacity and the provision of capacity needed in the domestic natural gas. In addition, GCA is responsible for the safe operation of a 900-kilometer high-pressure gas pipeline network.
Snam SpA (Societa Nazionale Metanodotti) is an Italian transmission system operator for natural gas. The company was founded in 1941 and was a subsidiary of the Italian oil and energy group Eni from 1953 to 2001. Snam maintains a 32,339 km long gas pipeline system, which transports about 62.28 billion cubic meters of gas, making it the largest gas transporter in Italy.
The CHSH team was led by Partner Clemens Hasenauer, the firm’s Head of Department Corporate Transactions, who described the deal as "likely the largest Austrian M&A transaction in the energy sector in 2016." Hasenauer was supported by CHSH Partners Johannes Prinz and Harald Stingl, Attorneys Lorenz Pracht and Bernhard Wychera, and Associates Julia Raith, Julia Berent, Ferdinand Guggenmos, and Thomas Knirsch.
The OMV legal team was led by Andreas Aigner, Head of M&A Legal, and Bernhard Morth, Senior Counsel M&A Legal.
The Wolf Theiss team advising Allianz was led by Partners Horst Ebhardt and Christian Mikosch, and consisted of Partners Kurt Retter, Eva Spiegel, Karl Koller, Benjamin Twardosz, and Andreas Schmid, Counsel Marcell Nemeth, Senior Associates Gabriele Hintsteiner and Barbara Jakubowics, Consultant Gerhard Dilger, Associates Jiayan Zhu, Felix Breitwieser, and Georg Harer, and Gunter Bauer, Matthias Unterrieder, and Gerhard Dilger.
Wolf Theiss Partner Christian Mikosch noted that, "the success of our work for Allianz is the result of collaboration within a well-coordinated team of specialists in the areas of M&A and infrastructure financing. The collaboration with Binder Groesswang and Starlinger Mayer was also exceptionally collegial and efficient, which made this project something special."
ACP Head of Legal — Direct Investments Jacques Roder and Nadine Rinck managed in-house legal aspects of the transaction for the company.
The Binder Groesswang team was led by by Partners Michael Kutschera and Bernd Schneider Bauer. Kutschera described the deal as an "extraordinary infrastructure transaction," and "certainly the largest transaction in the area of Energy this year." Bauer added that "in a transaction of this magnitude and complexity is the interaction between the various teams of experts of particular importance. Particularly noteworthy was the efficient and collegial collaboration with Bonelli Erede and Wolf Theiss in this challenging project."
Kutschera and Bauer was supported by Binder Groesswang Partners Johannes Barbist, Horst Lukanec, Angelika Pallwein-Prettner, Andreas Hable, and Ingeborg Edel, Counsel Alexander Kramer and Hellmut Buchroithner, Lawyers Philipp Kapl, Markus Pinggera, Michael Ebner, and Oliver Loksa, Associates Moritz Salzgeber, Regina Kroell, Maria Gernerth Mautner Markhof, Fabian Home, Christoph Baumgartner, Vanessa Hurt, and Sabine Apfl, and Trainees Mikhail Fouzailov, Markus Stelzl, and Miriam Astl.
The Bonelli Erede team advising Snam consisted of Partners Alberto Sara Valle and Paolo Daino, Associates Alessandro Vittoria and Diane Vallaud.
The Snam inhouse legal team included Michela Schizzi and Emily Lombardi.
