Hamburg, Germany, October 23, 2023
- Following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”), Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned indirect subsidiary of MSC Mediterranean Shipping Company S.A. (“MSC”), today published the offer document for its voluntary public takeover offer for Hamburger Hafen und Logistik Aktiengesellschaft (“HHLA”, ISIN: DE000A0S8488). With this offer, MSC intends to acquire all free-floating HHLA Class A shares. As a mere formality, the offer document also contains an offer for the Class S Shares in HHLA held exclusively by the City of Hamburg, which contain certain real estate property of HHLA (in particular the Hamburg Speicherstadt). However, the City of Hamburg will not tender these shares due to a non-tender commitment. The Class S Shares are hence not part of the intended strategic partnership.
This offer follows the previously announced Binding Memorandum of Understanding between the City of Hamburg and MSC under which the parties agreed to manage HHLA as a joint venture after successful closing of the transaction. In this joint venture, the City of Hamburg will hold at least a 50.1 % stake and MSC up to 49.9 % of HHLA.
All holders of HHLA Class A Shares can accept the offer as of today and tender their Class A Shares at a price of EUR 16.75 per share. This offer price represents a premium of 45.15% or EUR 5.21 over the last unaffected closing price on September 12, 2023, i.e., the day before MSC announced the intention to launch a public tender offer, and a premium of 49.02% over the last three-month volume-weighted average share price up to and including September 12, 2023.
The offer is not subject to a minimum acceptance rate.
Both the City of Hamburg and MSC are committed to driving forward the strategic development of HHLA and the entire Port of Hamburg, thereby strengthening its relevance for the global logistics industry. To this end, MSC will support HHLA’s growth strategy by contributing its unique expertise and strengths to the joint venture. This includes leveraging MSC’s global network of innovative ports, boosting further internationalization and digitalization, and opening up further trade potential in Hamburg and Germany. As a key pillar of the partnership, MSC plans to significantly expand cargo throughput in HHLA terminals as early as 2025 and reach a minimum volume of 1 million TEU from 2031.
Furthermore, the City of Hamburg and MSC agreed on the development of a short- and medium-term business plan, a budget and a long-term investment plan in alignment with HHLA. When jointly developing the investment plan, both parties will assess which investments in the expansion, logistics infrastructure and digitalization of the Port of Hamburg are required to promote its long-term competitiveness. Moreover, MSC will build a new German headquarters in Hamburg after closing and will then in total employ between 500 and 700 people in Hamburg.
Employee representation currently in place at HHLA will remain unaffected by the planned transaction. Half of HHLA's Supervisory Board will continue to be made up of employee representatives, half of the shareholder representatives will be nominated by the City of Hamburg and half by MSC. One member nominated by the City of Hamburg is to act as Chairman of the Supervisory Board, who will have a casting vote in the event of a tie.
The City of Hamburg and MSC also plan to enter into a business combination agreement with HHLA. This will include provisions regarding the protection of competitively sensitive information and the conservation of employee rights, including co-determination.
At the time of publication of the offer document, MSC has already acquired 4.69% of the outstanding Class A Shares in HHLA via the stock exchange. Including the A- and S-shares owned by the City of Hamburg, the joint venture partners now control more than 75% of HHLA share capital.
All holders of HHLA Class A Shares will be notified in writing by their custodian bank or other custodian investment service provider. To accept the offer, shareholders must submit a written declaration to their custodian bank or investment service provider. The acceptance period ends at midnight, 12.00 am (CET) in Frankfurt and 06.00 pm EDT in New York on November 20, 2023. Shareholders who have not accepted the offer during the acceptance period may still accept it within two weeks after publication of the results of the offer by the bidder. Holders of HHLA Class A Shares that want to tender their shares must do so in accordance with the procedures described in the offer document. Shareholders should inquire with their custodian banks about any questions regarding acceptance of the offer, and be aware of any deadlines set by their banks that may require action prior to the aforementioned date.
Closing of the transaction is subject to certain regulatory approvals that are set out in the offer document as well as the approval by the Parliament of the Free and Hanseatic City of Hamburg. Subject to the fulfilment of these conditions, closing of the transaction is currently expected to take place in Q2 of 2024.
The full offer document, a non-binding English translation and supplementary information are available on a dedicated transaction website: https://poh-offer.de
. You may also request a hardcopy of the offer document from Commerzbank Aktiengesellschaft, Mainzer Landstraße 153, 60327 Frankfurt, Germany (order by email at POH-Offer@commerzbank.com
indicating a complete delivery address).
About Mediterranean Shipping Company
MSC Mediterranean Shipping Company (MSC) is a global leader in transportation and logistics, privately owned and founded in 1970 by Gianluigi Aponte. As one of the world’s leading container shipping lines, MSC has 675 offices across 155 countries worldwide. The company has evolved from a one vessel operation into a globally respected business with a fleet of 760 vessels that provides timely delivery of goods and services to customers of all industries and sizes. MSC’s activities now include overland transportation, logistics and a growing portfolio of port terminal investments. MSC’s shipping line sails on 300 trade routes and calls at 520 ports, carrying some 22.5 million TEU (twenty-foot equivalent units) annually. The MSC Group, including its passenger businesses, employs over 180,000 people worldwide.
For more information visit www.msc.com
International Media Inquiries
+41 76 200 57 36
German Media Inquiries
+49 151 44033281