HHLA: Boards greenlight takeover offer by MSC

The Executive Board and the Supervisory Board of Hamburger Hafen und Logistik AG (HHLA) have published their joint reasoned statement on the takeover offer by the MSC Mediterranean Shipping Company, the world’s largest shipping company, in which they recommend the shareholders to accept the offer.

In addition, HHLA, MSC, and the City of Hamburg have signed a binding preliminary framework agreement foregoing a business combination agreement (BCA), through which a common understanding was reached on key aspects related to securing HHLA and its business model in the long term.

To remind, a subsidiary of MSC revealed plans in September 2023 to acquire a substantial 49% share in HHLA, the Hamburg-based logistics company. The offer document was officially submitted on October 23.

According to the agreement, the City of Hamburg will remain the majority shareholder of HHLA. It intends to manage the company jointly with MSC and thus develop HHLA further. To this end, the City of Hamburg intends to hold a 50.1% stake, and MSC a stake of up to 49.9%.

In negotiations with the City of Hamburg and MSC, the Executive Board and the Supervisory Board reached extended commitments for the long-term development of HHLA. In the coming weeks, individual points of the BCA that have not yet been finalized in the binding preliminary framework agreement will be worked out in further discussions.

“As the Executive Board, we have actively addressed the aspects of the transaction relevant to HHLA and our stakeholders in intensive discussions with the City of Hamburg and MSC in recent weeks and have largely secured them in the binding preliminary framework agreement,” Angela Titzrath, Chief Executive Officer of HHLA, said.

“The preliminary framework agreement that has been signed addresses the key interests of all HHLA stakeholders. With the agreements reached, we are securing the future viability of HHLA and its business model. As the offer price is deemed adequate following our review, the HHLA Supervisory Board and the Executive Board recommend accepting the offer from MSC,” Rüdiger Grube, Chairman of HHLA’s Supervisory Board, commented.

The commitments in the binding preliminary framework agreement cover the following areas in particular:

• Subject to the approval of the Hamburg Parliament, the City of Hamburg and MSC will provide HHLA with additional equity capital totaling €450 million for investments in business operations over the next few years following the closing of the transaction.
• The neutrality and independence of HHLA’s business model, in particular of the intermodal subsidiary Metrans, and thus the equal treatment of all customers will be ensured. All customers continue to have equal access to all HHLA terminals and services throughout Europe.
• HHLA retains decision-making authority over its investment planning. In particular, the ongoing modernization of HHLA’s container terminals in Hamburg and the international expansion of the intermodal network in the coming years are thus secured. The City of Hamburg and MSC will support the corresponding investment plans totaling at least €775 million in the years 2025 to 2028.
• Significant commitments were achieved for the employees, in particular the exclusion of redundancies for operational reasons for at least five years. Co-determination within the HHLA Group continues to be maintained.
• Ultimately, an understanding was reached on the continuation of HHLA’s existing strategy. HHLA will thus remain a European logistics company. The planned sustainable reorganization of the container segment and the expansion of the European intermodal network, in particular with regard to Metrans, will be driven forward with a focus on Hamburg.

The boards have okayed the takeover offer despite recent protests of hundreds of HHLA employees. In September, the workers strongly voiced their concerns about the partial sale of HHLA to MSC.