Slaughter and May is advising Centrica on the proposed E&P joint venture with Bayerngas Norge

Slaughter and May is advising Centrica plc on its agreement with Stadtwerke München GmbH (SWM) to combine Centrica’s European oil and gas exploration and production (E&P) business with Bayerngas Norge AS (Bayerngas Norge) to form a newly incorporated joint venture (Joint Venture) (Transaction) and create a leading independent European E&P company.

Centrica will contribute the whole of its European E&P business and make a series of deferred payments totalling approximately £340 million, post-tax, to the Joint Venture between 2017 and 2022, in exchange for a 69% share in the Joint Venture. The existing shareholders of Bayerngas Norge, led by SWM and Bayerngas GmbH, will contribute 100% of the shares in Bayerngas Norge in exchange for a 31% share of the Joint Venture.

The effective date of the Transaction is 1 January 2017 and it is expected to complete in the fourth quarter of 2017, subject to competition and regulatory approvals and other conditions.

Slaughter and May worked closely with the Centrica in-house legal team and with lawyers from Gorissen Federspiel (Denmark), Hengeler Mueller (Germany), Nauta Dutilh (Holland) and Schjødt (Norway).