EU clears German state takeover of Rosneft subsidiaries

The European Commission has formally cleared the German Federal Ministry for Economic Affairs and Climate Action to assume full control over Rosneft’s primary German subsidiaries, Rosneft Deutschland GmbH (RDG) and RN Refining & Marketing GmbH (RN R&M).

In a statement released on its official website, the Commission concluded that the transaction raised no antitrust concerns given the limited market share held by the entities in question. The review was conducted under a simplified merger procedure.

Berlin establishes permanent control over assets

This regulatory approval paves the way for German authorities to establish permanent state control over the Rosneft assets, moving beyond the temporary trusteeship model currently set to expire on March 10, 2026.

Alexei Belogoryev, Research Director at the Institute for Energy and Finance (IEF), told the RBC news outlet that the situation is unique because current valuations from two independent auditing groups—representing both Rosneft and the German Ministry for Economic Affairs—are already on the table.

Government appears ready to negotiate

Belogoryev noted that while Rosneft’s €6.5 billion valuation could serve as a baseline for the total cost, the reality of the deal likely lies closer to Berlin’s figures.

“The German audit’s estimate of €3.5 billion to €4 billion, which factors in a sanctions discount, likely reflects the upper limit of what the German government is prepared to negotiate,” Belogoryev said. “Unfortunately, this figure is much closer to the transaction’s actual market value. Berlin and the European Commission intend to conduct the process amicably, seeking Rosneft’s consent. The goal is to ensure the transaction does not appear to international investors as a disguised confiscation and to avoid years of litigation. However, if no agreement is reached on the price, the government could formally conclude the process by transferring what it deems a fair amount into a blocked escrow account.”

Washington and Berlin agree on sanctions

Following the US decision to impose sanctions on Rosneft in October 2025, German Chancellor Friedrich Merz reportedly held talks with Washington to secure an exemption for the company’s German subsidiaries.

The management of Rosneft’s German structures was originally transferred to the Federal Network Agency in late 2022. During this period, the company’s stakes in the PCK Raffinerie (54.17%), MiRO (24%), and Bayernoil (28.57%) refineries were placed under state trusteeship.

Rosneft challenged Berlin’s move in court, characterizing it as a de facto expropriation. However, in early 2023, a court in Leipzig dismissed the lawsuit, ruling the government’s actions lawful based on the risk that the subsidiaries could fail to meet energy supply obligations.

The Russian energy giant maintained that it had fulfilled all regulatory requirements and had not disrupted product deliveries. By early 2024, the German Ministry of Economics announced that the formal process for the sale of the assets had commenced.