Snam to Acquire Joint Control in Two Gas Pipelines With Eni

December 3, 2021

Cleary Gottlieb is representing longstanding client Snam on all antitrust and regulatory aspects related to the acquisition of a 49.9% stake (directly and indirectly owned) in certain companies operating two gas pipelines connecting Algeria to Italy from Eni.

In particular, the perimeter of the transaction includes the onshore gas pipelines running from the Algeria and Tunisia borders to the Tunisia coast (TTPC), and the offshore gas pipelines connecting the Tunisian coast to Italy (TMPC).

Pursuant to the agreement, Eni will contribute its entire ownership interests in the two pipelines to a newly incorporated Italian company (NewCo) in which Eni will continue to hold a 50.1% stake, whereas the remaining 49.9% will be sold to Snam for a purchase price equal to €385 million. Snam will fund the payment of the purchase price with its own financial resources.

The closing of the transaction is subject to certain conditions precedent, including mandatory authorizations pursuant to antitrust and “golden power” regulations and from other competent regulatory authorities, in addition to the authorization from the Tunisian government and the consent and/or approval of the shareholders and boards of directors of certain target companies. Subject to the fulfilment (or, as the case may be, the waiver) of the conditions precedent provided for in the contract, the transaction is expected to be completed by the third quarter of 2022.