Luxembourg, 26 June 2025 — The Court of Justice of the European Union (CJEU) has upheld the European Commission’s clearance of a major energy sector transaction involving German utilities E.ON and RWE, rejecting appeals brought by several German municipal authorities.
In a series of judgments delivered yesterday, the Court dismissed five appeals against a May 2023 General Court ruling that confirmed the Commission’s approval of the first part of a 2018 asset swap between the two companies. That phase involved RWE’s acquisition of certain energy generation assets from E.ON.
The complex deal involved three concentration operations:
- RWE acquiring E.ON’s generation assets.
- E.ON acquiring Innogy’s distribution and retail energy business (Innogy being a former RWE subsidiary).
- RWE acquiring a minority stake (16.67%) in E.ON.
The Commission reviewed and approved the first two operations, while the third was cleared by Germany’s national competition authority.
Eleven German municipalities challenged the Commission’s decisions before the General Court, which dismissed their claims in 2023. Nine of those municipalities then appealed to the Court of Justice.
The CJEU confirmed that the Commission had acted within its powers and that the asset swaps did not amount to a “single concentration” under EU merger rules—echoing the General Court’s findings. The Court also ruled that the Commission had not committed any manifest errors in approving the RWE acquisition.
However, in four related cases, the Court of Justice found that the General Court had failed to adequately explain its reasoning when declaring certain challenges inadmissible on procedural grounds. Despite this procedural lapse, the CJEU took the unusual step of delivering final judgment itself—and ultimately reached the same outcome. It concluded that the four municipal authorities had not demonstrated that their market positions were substantially affected by the deal and thus lacked standing to challenge the Commission’s decision.
The Court’s decisions reaffirm the Commission’s discretion in merger control and its approach to complex corporate restructuring in the energy sector.
Appeals concerning the second phase of the transaction—E.ON’s acquisition of Innogy’s distribution and retail business—remain pending before the Court.
Source: https://curia.europa.eu/jcms/upload/docs/application/pdf/2025-06/cp250077en.pdf
