Author: Jessica Zenz-Spitzweg

• Energy trendsetter acquires 49 percent stake in PV plant in Biehla near Kamenz (Saxony)
• Installed capacity to be expanded to a total of around 1.75 MWp by spring 2023

With the acquisition of its first own solar park, Germany’s largest green energy discounter eprimo is actively driving forward the energy transition. The PV park in Biehla (Saxony) will supply almost 590 households with climate-friendly energy. From April 2023, eprimo will make the electricity generated available to its customers via a direct purchase agreement (Power Purchase Agreement).

From now on, 49 percent of the solar park in Biehla near Kamenz in Saxony will be owned by eprimo, while RenExpert GmbH will hold a 51 percent share. The PV plant, whose first construction phase has been in operation since October 2021, currently generates an output of just under 750 kWp. This year, the expansion will start with a planned additional output of around 1 MWp. Commissioning is scheduled for spring 2023. The solar park will then have a total yield of 1.8 GWh. With an average consumption of around 3,100 kWh per household, this plant alone is expected to supply around 590 households with green electricity.

Due to the direct purchase agreement, the electricity is purchased in such a way that the customers of the eprimo Green Power Community (GSC) are directly supplied with the generated energy. This means that GSC customers can use the locally produced green power even if they do not generate their own electricity. For every kWh consumed by the GSC, eprimo provides 0.3 cents and thus promotes the further expansion of renewable energies with the eprimo Sonnencent. The PV park in Biehla is the first PV plant financed with the Sonnencent.

About eprimo

eprimo, the energy changer. As Germany’s green energy discounter with the most customers, eprimo is a provider of green electricity and green gas and brings the energy turnaround to over 1.7 million households. All customers are offered numerous opportunities to actively participate in the expansion of renewable energies: Through attractive additional payments for prosumers, the promotion of new PV systems with the Sonnencent, and participation in citizen energy projects, their customers become #energiewendemachers. As a company, eprimo also acts sustainably and is climate-neutral in all its business activities.

Advisors eprimo

act AC Tischendorf Rechtsanwälte – Marcus Columbu (Lead Partner; Regulatory & Finance); Dr. Fabian Brocke, LL.M. (M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Real Estate); Sarah Landsberg (Corporate)

Digital Experiences Group GmbH (“DEG”), in which Harald Quandt Industriebeteiligungen GmbH (“HQIB”) holds a majority stake, has acquired a majority stake in SMAL GmbH (“SMAL”).

SMAL is an international full-service design and development agency with offices in Munich, Amsterdam and San José. Since 2011, SMAL has been developing outstanding brands, products and services in the physical and digital space.

SMAL represents an important strategic extension for DEG due to its complementary services. SMAL and Ergosign will remain independent companies with their respective brands within DEG and will work together strategically and operationally in the joint group of companies in the future.

The founders of SMAL will remain with the company both as co-partners and in their operational roles. The parties have agreed not to disclose further details of the transaction.

Background:
HQIB is an investment company of the Harald Quandt family and a small number of selected (industrial) families and partners. HQIB invests in small and medium-sized companies in German-speaking countries that are active in established, future-oriented and technically demanding sectors with attractive growth potential.

act legal – with more than 350 professionals throughout Central Europe – offers act legal sophisticated national and international legal advice – the attractive alternative to large international law firms.

act legal Germany regularly and comprehensively advises HQIB on their transactions.

Advisors to HQIB:
act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A), Dr. Nina Honstetter (Corporate, Labour Law); Marcus Columbu (Finance); Dr. Fabian Laugwitz MBA, LL.M. Eur. (Real Estate)
Ebner Stolz: Alexander Euchner; Wolfgang Klövekorn; Franz Günther (all Tax)

Intersaction, a private equity investor headquartered in the Netherlands, acquired all shares in Amberg Umwelt-Technik GmbH through its portfolio company BMAir Deutschland GmbH & Co. KG.

BMAir is one of Europe’s leading manufacturers of pressurized filter systems. The group follows an ambitious growth and internationalization strategy, in which the German market plays a key role. The transaction creates a new European market leader in the field of filter pressurization systems for the construction machinery.

Following the acquisition by BMAir, Amberg will continue its operational activities under its own brand. On an organizational level, Robin Veltman, managing partner at BMAir for 20 years, has been appointed as managing director together with Thomas Cronen, who successfully led Amberg Umwelt-Technik for many years as general manager and developed Amberg Umwelt-Technik into a German market leader. Both parties have agreed not to disclose further details of the transaction.

Background:

Intersaction invests with focus to niche and B2B companies with significant growth potential and an EBITDA of EUR 2-10 million. The acquisition of Amberg Umwelt-Technik was their first acquisition in the German market.

act legal – with more than 350 corporate and commercial lawyers across central Europe – offers demanding corporate clientele high-level, cross-border, or regional legal advice being the attractive alternative to major international law firms.

act legal Germany was recommended by a long term client and advised Intersaction/BMAir comprehensively in all matters of this transaction.

Advisors Intersaction/BMAir:

act legal Germany: Dr. Fabian Brocke, LL.M. (Corporate/M&A, lead partner), Maximilian Dieler (Corporate/M&A); Dr. Fabian Laugwitz, MBA, LL.M. Eur. (Real Estate); Marcus Columbu (Finance).

Financial & Tax | Ebner Stolz: Armand von Alberti; Lukas Benzinger

Notary: Anne Vins-Niethammer (Oppenhoff & Partner)

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What is at stake?

The Verification Act, which has been largely unknown until now, will inevitably be found on the desk of every German employer as a result of its amendment, which will come into force on 1 August 2022. As an EU member state, Germany is obliged to transpose Directive (EU) 2019 / 1152 of the European Parliament and of the Council of 20 June 2019 on transparent and predictable working conditions in the European Union into German law by 31 July 2022 at the latest. At the beginning of May this year, the German legislator presented a corresponding draft law – among other things, to amend the Verification Act, the Part-Time and Fixed-term Employment Act and the Temporary Employment Act, which is to come into force on 1 August 2022. Until now, non-compliance with the Verification Act hardly had any practical relevance, because even orally agreed employment contracts were not invalid due to a violation of the Verification Act. According to the draft law presented by the federal government, violations of the Verification Act now entail more far-reaching legal consequences and fines, which is why employers should definitely review and adapt their standard contracts.

What is the legislator aiming at with the amendment?

The new regulations serve to protect employees in a company and are intended to create even more transparency concerning applicable working conditions.

What’s new?

In future, employers must inform their employees when concluding a new employment contract about, among other things, details of remuneration, probationary periods, working hours, rest breaks, termination and the possibility of bringing an action for protection against dismissal. In addition, reasons must be given for temporary employment and fixed-term contracts. This obligation to provide information also applies to existing employment contracts if they are amended or if employees assert their legal right to information against the employer. The employer must fulfil this right to information transparently and in writing (!) within a period of 7 days. In case of non-compliance or incomplete information, fines of up to EUR 2,000.00 per individual case may be imposed.

What exactly must be considered when drawing up employment contracts starting 1 August 2022?

While remuneration could previously be stated as a lump sum, i.e. including all supplements such as bonuses, special payments and overtime, all remuneration components must be listed separately in the employment contract starting 1 August 2022.

Previously, only working hours had to be stated in the contract. Starting 1 August 2022, rest breaks, shift operation, shift system, shift rhythm and the applicable prerequisites for a shift change must also be recorded. It is unclear whether a general reference to existing company agreements is sufficient.

Contrary to previous practice, it must even be specified in writing under which precise conditions overtime is to be ordered.

Particularly challenging is the newly envisaged obligation of employers to inform their employees in the employment contract about the dismissal procedure and the possibility of bringing an action for unfair dismissal. In this context, questions arise with regard to the consultation obligations of works councils and representatives of severely disabled persons, changes in operations, mass dismissal notices, official approval procedures, etc.

In the future, however, employers will also have new obligations in connection with fixed-term contracts and temporary employment. After a transfer period of six months, the employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers. The employer will prospectively have to respond to a correspondingly signalled interest of fixed-term employees or temporary workers after a transfer period of six months giving the employer will have to give reasons as to employment relationship or the temporary employment relationship will not be converted into a permanent employment relationship of unlimited duration. This has to be done in text form within a period of one month.

What should be done now?

Employers are well advised to adapt their existing employment contract templates accordingly for the future and to keep a carefully prepared standard information letter for the election of the 7-day period, as fines of up to EUR 2,000.00 may be imposed in each individual case if the information is not provided on time or is incomplete.