The Executive Board and the Supervisory Board of Hamburger Hafen und Logistik AG (HHLA) have published their joint Reasoned Statement – as required under the German Securities Acquisition and Takeover Act – on last month’s takeover offer for the Hamburg logistics by Mediterranean Shipping Company (MSC).
After careful examination, the Boards say they recommend acceptance of the offer, pointing out that they reached extended commitments from MSC for the long-term development of HHLA.
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.
An agreement on key aspects related to securing HHLA and its business model in the long term has been reached, the Boards say, with individual points not yet finalised in the binding preliminary framework agreement to be worked out in further discussions.
Those commitments in the binding preliminary framework agreement include:
– 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.”
