Hamburg, 31.01.2024
GÖRG Partnerschaft von Rechtsanwälten mbB successfully advised the district of Pinneberg in a complex tender procedure for the reorganisation of waste management. In the procedure, a 51% share in the existing Gesellschaft für Abfallwirtschaft und Abfallbehandlung mbH - GAB for the provision of waste disposal services was put out to tender throughout Europe by way of a negotiated procedure with prior competitive tender.
The tender was initially preceded by the negotiation of a complex sales agreement with the then co-operation partner, REMONDIS Kommunale Dienste Nord GmbH (Remondis), which served as the basis for the tender process.
The tender for the sale of the shares was carried out by way of an M&A transaction in the form of a share deal, in which the existing institutionalised public-private partnership (IPPP) can be continued. The subject of the tender was therefore, on the one hand, a waste disposal contract between the district and GAB that had previously been finalised in detail. On the other hand, the 51% share of the business was newly awarded in a Europe-wide competition (so-called "Frankfurt model"). The co-operation was awarded for a period of 20 years with a one-off five-year extension option on the part of the client. The overriding procedural objective of the district was initially to continue the long-term strategic partnership in the area of municipal waste management with a private partner of GAB. For this reason, the so-called Frankfurt model was chosen, which ensures the unrestricted continuation of waste management services by GAB and shifts the competition to the level of the future shareholder. The integration of the (optional) construction of a new waste-to-energy plant in the first half of the contract term and the consideration of various properties owned by GAB also proved to be particularly complex. To summarise, the district of Pinneberg pursued the following objectives:
- A long-term strategic partnership in the area of municipal waste management with a private partner in order to master the challenges of the future,
- safeguarding the existence of GAB,
- securing the influence of the district on the waste management industry
- safeguarding the jobs at GAB,
- maximising waste disposal ecology and safety,
- securing investments, in particular the construction of a new waste-to-energy plant (a new waste-to-energy plant is already being planned and is to be built in the first half of the contract term according to the decision of the district and GAB),
- the extension of the transfer of tasks in accordance with Section 16 (2) KrW-/AbfG (old version) and
- realisation of revenue.
These objectives were achieved through extensive negotiations as part of the process, with the result that the consortium agreement with Remondis, the company that successfully emerged from the competition, was concluded and notarised on 6 December 2023.
The district of Pinneberg will hold a 51% stake and Remondis a 49% stake in the new IÖPP company. The total volume of the transaction is well over EUR 100 million.
A cross-practice and cross-location GÖRG team led by Hamburg partner Dr. Jan Scharf provided the district of Pinneberg with comprehensive legal advice on the reorganisation, in particular with regard to public procurement law, corporate law, real estate law, employment law, antitrust law and tax law. In addition, GÖRG Beteiligungsgesellschaft BWLS Stoffersen Partnerschaft mbB, in particular Peter Stoffersen and Christian Assmann, provided overall business management advice. Further advisors were Econum Unternehmensberatung GmbH from Hamburg for GAB in the area of waste management and Dr. Urbanek Corporate Finance GmbH for the district of Pinneberg in the area of transaction management.
Pinneberg district in-house team
Andreas Köhler (Head of the Service and Digitalisation department)
Ralf Bajohr (Strategic Controlling and Investment Management)
Joachim Baeck (Waste Team Leader)
Ute Huckfeldt (Head of the Specialist Service Department)
Birgit Köhnke (Project Management)
Advisors Pinneberg district
GÖRG Partnerschaft von Rechtsanwälten mbB
Dr Jan Scharf (Lead, Partner, Public Procurement Law, Hamburg)
Dr Oliver Jauch (Partner, Public Procurement Law, Hamburg)
Dr Lars Weber (Partner, Corporate Law, Frankfurt)
Burkhard Fabritius (Partner, Labour and Employment Law, Hamburg)
Dr Maxim Kleine (Partner, Antitrust Law, Hamburg)
Dr Henning Wendt (Partner, Public Commercial Law, Hamburg)
Taro W. Stenger (Associate Partner, Corporate Law, Frankfurt)
Sebastian Bahr (Associate, Public Procurement Law, Hamburg)
Nadine Listl (Associate, Public Commercial Law, Hamburg)
Sarah Müller, LL.M. (Associate, Antitrust Law, Hamburg)
Christian Uffelmann (Associate, Public Commercial Law, Hamburg)
Amelie Keilholz (Associate, Corporate Law, Frankfurt)
BWLS Stoffersen Partnerschaft mbB
Dipl.-Kfm. Peter Stoffersen (Partner, Hamburg)
Christian Assmann (Associate Partner, Hamburg)
Dr. Urbanek Cooperate Finance GmbH
Dr. Peter Urbanek (Managing Partner, Advising on the transaction process)
Nora Johannsen (Associated Partner, Advising on the transaction process)
Advisor GAB
Esche Schümann Commichau
Dr. Martin Dieckmann, LL.M. (Partner, Public Procurement Law, Hamburg)
Linda Siegert (Associate, Public Procurement Law, Hamburg)
Econum Unternehmensberatung GmbH
Mathias Morgenstern (Partner, Public Procurement Law)
Liza Reimann
Advisor REMONDIS Kommunale Dienste Nord GmbH
Schillhorn Rechtsanwälte
Dr. Marc Liebmann (Kiel)
Dr. Ulf Schillhorn (Kiel)
Certifying notary
Notariat Bergstraße
Dr. Axel Pfeifer (Hamburg)
