Austria/Slovenia: Schoenherr advises OMV on sale of OMV Slovenija to MOL
Schoenherr advised OMV Downstream GmbH ("OMV") on the sale of its subsidiary OMV Slovenija to a subsidiary of MOL Hungarian Oil and Gas Plc ("MOL"). The initial purchase price received at closing amounts to EUR 311m (for a 92.25 % OMV stake) to be adjusted for the actual net working capital and net financial debt at closing. The sale and transfer encompassed OMV's retail and wholesale business in Slovenia.
Schoenherr successfully represented OMV in the sales process and related merger control proceedings before the European Commission, including Phase 2 proceedings. Following an in-depth investigation of the Slovenian retail fuel market, the European Commission cleared the transaction upon condition that certain filling stations would be divested. The transaction was closed on 30 June 2023.
"We are proud to have represented our longstanding client OMV in this demanding project," said Schoenherr partners Franz Urlesberger and Markus Piuk. "Phase 2 merger control proceedings conducted by the European Commission entail rigorous scrutiny to ensure that competition is maintained post-transaction and the transaction as a whole presented unique challenges. We would like to thank OMV for entrusting us with advising them in this matter."
Headquartered in Slovenia, OMV Slovenija focuses on the retail sale of motor fuel. OMV Slovenija is also active on the fuel wholesale markets and in the wholesale supply of bitumen and heating oil. OMV is globally active in upstream and downstream oil and gas activities as well as in petrochemicals and plastics recycling.
MOL, headquartered in Hungary, is the parent company of the MOL Group, an integrated oil and gas group whose principal activities are the exploration, production and refining of crude oil as well as the distribution of refined oil products.
The OMV M&A legal team was led by Andreas Aigner and further consisted of Matthias Allerstorfer, Bernhard Priemayer and Christian Horvath.
The Schoenherr team advising OMV in relation to the regulatory aspects of the transaction was led by Franz Urlesberger (partner, Austria) and Bianca Duca (attorney at law, Austria), and the team advising OMV in relation to the M&A aspects was led by Markus Piuk (partner, Austria) and Alfred Amann (attorney at law, Austria) and further consisted of Irina Hanin (associate, Austria), Alexandra Jelinek (associate, Austria), Vid Kobe (partner, Slovenia), Peter Gorse (attorney at law, Slovenia) and Tisa Ljubetič (attorney at law, Slovenia).