Law firm CMS has advised Nordex SE (Nordex), a German wind turbine manufacturer, on signing a put option agreement on the potential sale of Nordex's European wind and photovoltaic development pipeline to RWE.
The project development pipeline is located across France, Spain, Sweden and Poland, and accounts for almost 80 percent of all projects carried out by Nordex to date. In the context of the transaction, it comprises approximately 2.6 GW of wind capacity and includes one of the largest pipelines in France of approximately 1.8 GW, in addition to a 0.1 GW solar photovoltaic pipeline. At closing, the sale price is an estimated EUR 402.5 million before the deduction of any customary fees, taxes and other adjustments.
The transaction represents an important milestone for Nordex as it further solidifies its global position among the top four industry leaders. Nordex will continue its wind developments in other markets.
An international CMS team advised on the potential sale, comprising over 40 lawyers across Poland, Germany, France, Spain and the Netherlands. In addition, WISTRAND, a full-service Swedish firm, also collaborated with CMS. The Polish aspects of the transaction were led by Łukasz Szatkowski, partner in CMS Poland’s Energy and Projects practice, and supported by Mikołaj Markiewicz (Energy & Projects senior associate), Michał Sowiński (Corporate/M&A associate), Patrycja Styczyńska (Energy & Projects lawyer) and Piotr Gałązka (Energy & Projects lawyer). Additional support was offered by Dorota Skrodzka and Karol Jaworecki (Environmental lawyers). Partners Dr Hilke Herchen and Dr Eckart Gottschalk (both CMS Germany) and Alexandre Morel (CMS France) coordinated the work of the international CMS team.
Nordex will now proceed to conduct an employee consultation process, as is expected in France. This process will have to be completed before Nordex can exercise the put option agreement, whereby the final agreements would then become binding between Nordex and RWE. The sale is subject to foreign investment control in France and the completion of carve-out processes.