EnBW acquires 74.2 percent stake in VNG from EWE

• EnBW acquires a 74.2 percent share in VNG from EWE
• EWE and EWE-Verband reacquire EWE shares from EnBW
• The agreement opens up new opportunities for all partners

Karlsruhe/Oldenburg, Germany, 22-10-2015 — /EuropaWire/ — The utility companies EWE AG (Oldenburg), EnBW Energie Baden-Württemberg AG (Karlsruhe) and Ems-Weser-Elbe Versorgungs- und Entsorgungsverband (Oldenburg) have today agreed a fundamental restructuring of their shareholdings. EWE AG is to sell its 74.2 per cent shareholding in Verbundnetz Gas Aktiengesellschaft, Leipzig, (“VNG”) to EnBW AG. At the same time, EnBW AG will divest itself of its 26 per cent EWE shareholding over a period of time. This stock will be purchased by EWE-Verband (16 per cent) and by EWE itself (ten per cent).

Upon completion of the transaction, EnBW will be the majority shareholder in VNG, while EWE and EWE-Verband will once again hold all of EWE’s stock. This will create structures for all of the parties which will provide them with new strategic options. The closing is expected within the next six months. Upon conclusion of the transaction, the currently inactive arbitration proceedings will cease by mutual agreement.

The overall transaction will be executed in three phases. As a first step, EnBW will acquire EWE AG’s 74 per cent shareholding in VNG, while EWE is to buy ten per cent of its own stock from EnBW for a price of €504.8 million. As a second step, in 2016 EWE-Verband will purchase a further ten per cent of EWE’s stock from EnBW for a fixed price. EWE-Verband has also undertaken to acquire the remaining six per cent of EWE’s stock from EnBW by 2019. The transaction will thus be complete. As part of this transaction, EnBW will provide EWE and EWE-Verband with a total cash settlement in the amount of €125 million.

Frank Mastiaux, CEO of EnBW AG:
“The agreement signed today is a forward-looking solution for all of those concerned. It brings clarity and creates new business prospects. At EnBW, we are delighted to welcome VNG and its employees to our group. VNG has played a key role in supplying gas for Germany for some years now. As the new majority shareholder, we will be a reliable partner for this company, for its municipal shareholders and, above all, for the city of Leipzig right from the start. For EnBW, the acquisition of VNG is a significant step in the transformation and restructuring of the company, both strategically and also financially. With VNG, we will more than double our gas business which we had already consistently expanded in recent years, and we will be the third-largest provider in the German gas market.”

Matthias Brückmann, CEO of EWE AG:
“EWE will complete the sale of its VNG stock with a book profit and will entirely concentrate in future on restructuring the EWE Group in its growth markets. We will devote all of our available resources to this and are strongly committed to exploiting our positive current situation so as to ensure a successful future in the changing energy industry. This step will also enable us to acquire a new strategic partner for the 26 per cent stockholding. We aim to have found this partner together with our municipal shareholders by 2019. Following years of deadlock with our investment in Leipzig, we reassumed an active role through our fresh purchases of VNG stock over the past few months and this made our stake significantly more attractive for investors. It was this development which ultimately enabled today’s agreement.”

Heiner Schönecke, Managing Director of EWE-Verband:
“Through our investment we are supporting the strategy of EWE’s Board of Management in restructuring the Group. On account of the major challenges in the German energy industry, EWE will continue to require a strong shareholder structure in future. Accordingly, from 2017 together with the Board of Management we will initiate discussions with potential new strategic partners. We aim to find an appropriate strong partner by 2019.”

EWE AG
As an innovative service provider with a regional focus, EWE is active in the business areas of energy, telecommunications and information technology. By bringing these three areas together under one roof, the Group is well-placed to develop and operate intelligent energy systems. Thanks to its range of innovative products for private and corporate customers, EWE is shaping the energy supply of tomorrow with the greatest possible sustainability, efficiency and reliability. With more than 9,000 employees and sales of over eight billion Euro in 2014, EWE is one of the largest energy companies in Germany. The company, based in Oldenburg, Lower Saxony, is primarily owned by the local regional government. In Northwest Germany, Brandenburg and Rügen, as well as parts of Poland and Turkey, EWE provides around 1.3 million customers with electricity, 1.7 million with gas and around 700,000 with telecommunication services. To achieve this, the various companies in the EWE Group operate around 200,000 kilometres of energy and telecommunication networks.

EnBW AG
EnBW Energie Baden-Württemberg AG, Karlsruhe, has around 20,000 employees and generates sales of approx. €20 billion. This company is active throughout the energy supply value chain and has strong regional roots in Baden-Württemberg. As one of Germany’s largest energy suppliers, EnBW provides around 5.5 million customers with electricity, gas, water and energy-related products and services. As in the electricity segment, EnBW aims to pursue an integrated approach for gas throughout the value chain: from trading, transport and storage to sales Through the conclusion of a gas supply contract with Novatek in 2012 for a volume of around 20 TWh per year and a 10-year term as well as the acquisition of all of the shares in Gasversorgung Süddeutschland GmbH (GVS) and the natural gas transport network operator terranets bw, in 2014 the company laid the foundations for significant expansion and for the strategic development of its gas business Today (i.e. excluding VNG), EnBW has a 1,900 km gas transport network and sold 70 TWh in 2014 through its overall sales activities in the gas business. In 2014, EnBW generated an operating result (EBITDA) of €128 million in the gas business. The German federal state of Baden-Württemberg and Zweckverband Oberschwäbische Elektrizitätswerke (OEW), Ravensburg, are EnBW’s majority shareholders, each with 46.75%.

VNG AG
VNG – Verbundnetz Gas Aktiengesellschaft (VNG AG) is a natural gas merchant company and energy service provider with headquarters in Leipzig. VNG AG is a company within the VNG Group that is active throughout the value chain of the German and European natural gas industry and focuses on the four key business areas of exploration & production, trading & services, transport, and storage. With more than 50 years of experience, the VNG Group makes a key contribution to ensuring secure supplies of natural gas. The Group employs some 1,400 people and recorded sales of approximately €10 billion in 2014.

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