Snam S.p.A., the leading Italian gas infrastructure operator, has signed a share purchase agreement with Infinity Investments, a wholly owned entity of the Abu Dhabi Investment Authority, to acquire a 24.99% stake in Vier Gas Holding S.à r.l., a Luxembourg-based company that owns 100% of Open Grid Europe GmbH. The deal is valued at €920mn, according to a statement released on 7 April.
Open Grid Europe GmbH operates Germany’s largest independent natural gas transmission network, comprising over 12,000 km of pipelines and handling approximately 21 billion cubic metres annually. It serves more than 400 end customers. The transaction, which remains subject to several regulatory clearances, is expected to close in the third quarter of 2025.
A strategic expansion into Europe’s energy core
This acquisition marks the first significant entry by an Italian energy player into the German gas infrastructure sector. It forms part of Snam’s multi-molecule strategy to develop a pan-European energy infrastructure network along key continental corridors, particularly the South-North axis.
In parallel with this acquisition, Snam has agreed to sell approximately 0.5% of Vier Gas Holding to Fluxys Belgium SA, a gas transmission system operator already holding a 24.11% stake, contingent on the completion of the initial transaction. Upon closing, Snam and Fluxys will hold equal shares in the Luxembourg-based entity.
A network embedded in Europe’s major gas flows
Open Grid Europe’s network is interconnected with those of seven neighbouring countries, including Belgium, Switzerland and Austria, via Snam’s associated companies GCA and TAG. The link to Italy is made through the Tarvisio entry point, where export capacity is expected to rise from 9 to 14 billion cubic metres per year by 2026. The company is also involved in the development of Germany’s national hydrogen grid, recently approved by the Federal Network Agency (Bundesnetzagentur).
Vier Gas Transport GmbH, the direct controlling company of OGE, posted an estimated EBITDA of €0.63bn and net debt of €3.39bn as of 31 December 2024. The implied transaction multiple is approximately 12 times the projected 2025 EBITDA.
A financially structured and supported operation
Snam plans to finance the acquisition through its current financial flexibility or via a hybrid instrument to optimise net profit contributions while preserving its dividend policy and credit rating. The deal is expected to boost annual net income by 2% to 3% on average over the current business plan period.
The Italian group was advised by JPMorgan on financial matters and by White & Case LLP on legal aspects.
