MVM Blocked from Buying E.ON Energy in Romania

  The Commission for the Examination of Foreign Direct Investments (CEISD) announced on Wednesday that it has decided not to endorse the transaction through which MVM, the Hungarian state-owned company, intends to acquire the natural gas and electricity supply division of E.ON Energie Romania. The Commission had been notified by the Romanian Ministry of Energy, which argued in January that the deal poses security risks by potentially undermining Romania’s energy independence and favoring hostile external influences against the European Union.   CEISD decided to forward to the Supreme Council of National Defense (CSAT) the proposal not to approve the notified transaction, according to a statement from the Chancellery of Prime Minister Ilie Bolojan. According to the statement, the opinion issued by CSAT is binding, and the deadline for issuing it is 90 days from the time of notification.   CEISD specifies that MVM Energy Private Limited Liability Company, through Sonnet Romania Holding S.A., intends to acquire 68.18% of the share capital of E.ON Energie Romania S.A. and 97.92% of the share capital of E.ON Asist Complet S.A.   “The investor was notified about the initiation of this procedure on February 14, 2025, and during the review, the main elements of the transaction were examined, including the investor’s profile, the implications for national critical infrastructure, and possible consequences for Romania’s energy security,” the statement further notes. On December 16, MVM announced it had reached an agreement with Germany’s E.ON to take over the supply division E.ON Energie Romania, a business with 3.4 million customers. The deal requires the Romanian state’s approval.   The Ministry of Energy argued in January that it had referred the transaction to the Commission for the Examination of Foreign Direct Investments (CEISD). The transaction poses security risks, the Ministry of Energy said in January, through its potential to undermine Romania’s energy independence and to favor hostile external influences against the European Union. Following an analysis, the Ministry identified several concerns regarding the transaction, all stemming from the close ties between the Hungarian company and the Russian Federation.   More precisely, the Romanian Ministry of Energy alleged in January that MVM Zrt. maintains extensive business relations with Gazprom and Rosatom, Russian companies under international sanctions, through which Hungary sustains a high dependence on Russian natural gas and nuclear technology.   Moreover, they identified elements of “decisive influence, shadow control, influence by economic dependence, and effective control”, both within the MVM Group and the company through which the majority stake in E.ON Energie Romania is to be purchased.   The Romanian Ministry further argued that the deal raises security concerns, the Ministry of Energy maintains, by potentially undermining Romania’s energy independence and favoring hostile external influences against the European Union.   The Ministry of Energy also stated that, based on MVM’s submitted documentation, the contractual structure and clauses of the transaction create the possibility of a subsequent transfer of the acquired shares from E.ON Energie Romania to entities outside the European Union or to entities not initially part of the transaction.   Another finding was  that this contractual vulnerability could facilitate the indirect transfer of control to economic or political actors that do not comply with the European legislation on energy and transaction transparency.   A the same time, the Ministry identified the absence of legal and contractual safeguards to protect E.ON Energie Romania’s company data and the personal data of over 3 million Romanian customers, claiming that these could be accessed or circulated by other commercial partners of the MVM group, by entities outside the EU, or by Russian entities with which the group maintains business relations.   “Incomplete declarations and unclear origin of MVM’s funds for this acquisition were noted, raising suspicions about compliance with European legislation on anti-money laundering and competition rules. The proposed transaction value must also be scrutinized. Data suggests that MVM’s business relations with Russian-controlled companies are based on the provision of goods and services at prices that indirectly capitalize the MVM group with funds from outside the European Union. Information in MVM’s documentation regarding the reduction of natural gas consumption contradicts Romania’s Energy Strategy and the 2024–2028 Government Program, which prioritize expanding public access to gas networks and harnessing domestic resources,” the Ministry of Energy further stated.   According to the Ministry of Energy, similar transactions were analyzed for comparison, such as the acquisition of train manufacturer Talgo in Spain, which was rejected due to MVM’s ties with Russian entities and the political influence exercised by the Hungarian government.   Subsequently, in February, Bogdan Chiritoiu, President of the Competition Council announced that the European Commission no longer needs to approve the acquisition of E.ON Energie by MVM, considering that the analysis by Romanian authorities is sufficient. Last month, MVM Zrt. signed a share purchase agreement with the Serbian Maneks Group to increase its stake in Energotehnika Južna Ba?ka and Elektromontaža Kraljevo from 33.4% to 60%, two of Serbia’s leading energy construction companies. The transaction is expected to close in the third quarter of 2025.