In a press release, Hamburger Hafen und Logistik AG (HHLA) confirmed that the MSC subsidiary would offer €16.75 per A-share for each share with a face value of €1.
“In close consultation with the Supervisory Board of HHLA, the Executive Board will review and evaluate the announced Takeover Offer in the best interests of the company while safeguarding the interests of all stakeholders. HHLA will inform the capital market and the public accordingly in accordance with applicable law,” says HHLA.
MSC and the Free and Hanseatic City of Hamburg (“FHH”) have also entered into a binding agreement setting forth the basic parameters and terms of the Takeover Offer and the parties’ mutual intentions and understandings with respect to the Company.
Further details of the agreement, as confirmed in HHLA’s press release, are as follows:
“The agreement provides that HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (“HGV”), a wholly-owned subsidiary of FHH, will transfer the A-Shares held by it to the Bidder upon completion of the Takeover Offer by way of a capital increase against contribution in-kind and will acquire shares in the Bidder in return (the “Contribution”).
If the Bidder holds 100% of the A-Shares after completion of the Takeover Offer and the Contribution, HGV shall hold 50.1% and MSC 49.9% of the share capital of the Bidder; for this purpose, HGV will transfer a portion of the shares in the Bidder acquired in the course of the Contribution to MSC or a subsidiary of MSC.
If the Bidder holds less than 100% of the A-Shares after completion of the Takeover Offer and completion of the Contribution, the shareholding ratios with respect to the Bidder will be aligned such that HGV indirectly holds 50.1% of the A-Shares.”
MSC have also added the following details concerning the deal:
“As part of the MoU, MSC commits to increase terminal throughput to 1,000,000 TEU from 2031 onwards as well as to establish its German headquarters in Hamburg.
The aim of the partnership is to establish a strong and well-funded basis for the further development of HHLA and the entire Port of Hamburg, making it a central hub for MSC’s globally connected network of container services and logistics chains.
MSC thereby acquires a strategic share in a leading European logistics company, with a network of container terminals in Hamburg, Odessa, Tallinn and Trieste, excellent hinterland connections, railway-company METRANS and well-connected intermodal hubs in Central and Eastern Europe.”
Photo: Hummelhummel, CC BY-SA 3.0, via Wikimedia Commons
