Allen & Overy LLP has advised swb AG (swb) and its subsidiaries in connection with a total of eight public procurement proceedings for the awarding of concessions for operating the distribution networks for electricity, gas, water and district heating in Bremen and Bremerhaven. In the context of this transaction, the Free Hanseatic City of Bremen (city state) and the Seaport of Bremerhaven will acquire a joint strategic interest, comprising a corporate interest and a silent partnership interest, in the companies responsible for operating the distribution networks for electricity, gas, water and district heating.

In late 2011, a new Europe-wide tender procedure was launched for the granting of rights to use various distribution networks ("concessions"). Following an expression-of-interest procedure with subsequent comprehensive and complex negotiations, swb submitted tenders for a total of eight concessions in both Bremen and Bremerhaven. The concessions have now been concluded on the basis of the tenders submitted by swb. The contract for the water concession in Bremen will run until 31 December 2028, with the other contracts ending on 31 December 2033.

The cities of Bremen and Bremerhaven, which issued the invitations to tender, also informed potential bidders that they would be interested in acquiring an interest of 25.1% in the operation of the electricity, gas, water and district heating networks. swb included participations of this kind in its tenders. Subject to clearance by the German Federal Cartel Office (Bundeskartellamt), the cities of Bremen and Bremerhaven now jointly hold interests in the network companies wesernetz Bremen GmbH and wesernetz Bremerhaven GmbH via their utility companies Bremer Verkehrsgesellschaft mbH (BVG) and Bremerhavener Versorgungs- und Verkehrsgesellschaft mbH (BVV). For tax reasons, the participations have been structured such that BVG and BVV hold a total of one percent of the nominal capital of the network companies and the remainder of the capital invested is available via typical silent partnership interests. The corporate influence that can be exercised by the two cities via their companies corresponds to that of a qualified minority shareholder.

The total interest held by the two cities is approximately EUR 225 million.

The Allen & Overy team was jointly led by partner Dr. Helge Schäfer and senior associate Dr. Fabian Christoph and comprised senior associate Dr. Rüdiger Klüber (all M&A/corporate), partner Dr. Olaf Otting, senior associate Dr. Udo Olgemöller and associate Stefanie Waibel (all public law, Frankfurt) and partners Dr. Heike Weber (tax, Frankfurt) and Dr. Gottfried Breuninger, senior associate Dr. Markus Ernst and tax advisor Benjamin Rapp (all tax, Munich).