Posted on November 8, 2023
The Executive Board and the Supervisory Board of Hamburger Hafen und Logistik AG (HHLA) today published their joint Reasoned Statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the takeover offer by the Mediterranean Shipping Company S.A. (MSC) on 23 October 2023. Both boards recommend to the shareholders to accept the offer. 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.
The WpÜG obliges the Executive Board and the Supervisory Board to examine the offer carefully, impartially and in the best interests of all the company’s stakeholders.
The Executive Board and the Supervisory Board have carefully and comprehensively analysed the financial adequacy of the consideration offered and, in addition to the stock market price, analysts’ estimates and their own assessments, have also incorporated a “Fairness Opinion” prepared for the Executive Board and the Supervisory Board by Citigroup. As a result, the Executive Board and the Supervisory Board consider the offer price of EUR 16.75 per Class A share to be adequate.
With regard to the consequences for the company, its stakeholders and, in particular, the strategic and governance aspects of the takeover offer, HHLA actively participated in negotiations which led MSC, the City of Hamburg and HHLA to signing a binding preliminary framework agreement foregoing a Business Combination Agreement (BCA). Thereby, an agreement on key aspects related to securing HHLA and its business model in the long term has been reached. In the coming weeks, individual points of the BCA that have not yet been finalised in the binding preliminary framework agreement will be worked out in further discussions.
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 totalling EUR 450 million for investments in business operations over the next few years following 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 modernisation 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 totalling at least EUR 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 reorganisation 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.
Angela Titzrath, Chief Executive Officer of HHLA, said: “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. In particular, we welcome the confirmation of HHLA’s investment planning for the coming years and the additional equity commitment of EUR 450 million from the two major shareholders. This gives us considerable additional resources to drive forward HHLA’s successful development into a leading European logistics company even more actively and rapidly, opening up significant development and business opportunities – for HHLA, our stakeholders and for Hamburg. We have also managed to secure important commitments for our employees. In our view, the extensive agreements and MSC’s additional financial commitment underline the attractiveness of HHLA and its strategy as well as MSC’s sustained interest in a long-term successful development of the company. We are confident that we will be able to also reach a binding agreement with the City of Hamburg and MSC on the remaining points in the coming weeks.”
Prof Dr Rüdiger Grube, Chairman of HHLA’s Supervisory Board, added: “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.”
Within two weeks of the publication of the offer document, the Executive Board and the Supervisory Board must issue a Reasoned Statement. Upon announcement of the takeover offer, the HHLA Supervisory Board established a Takeover Committee composed of independent members of the Supervisory Board and authorised it to prepare and submit the joint Reasoned Statement on behalf of the Supervisory Board.
The comprehensive joint Reasoned Statement of the HHLA Executive Board and Supervisory Board can be found on the company’s website:
The acceptance period for the offer commenced with the publication of the offer document on 23 October 2023 and ends on 20 November 2023 at 24:00 hrs (CET). Closing of the transaction is subject to certain regulatory approvals as set out in the offer document and the approval of the Parliament of the Free and Hanseatic City of Hamburg.
It is expressly pointed out that only the joint Reasoned Statement of the Executive Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the statements in the Reasoned Statement and may not contain all information that may be relevant for the shareholders of HHLA. HHLA shareholders should therefore carefully read the entire Reasoned Statement of the Executive Board and the Supervisory Board. Furthermore, HHLA shareholders are advised to seek independent advice, if necessary, in order to reach an informed decision on the contents of the offer document and the takeover offer.