MSC takeover offer for Hamburg’s HHLA reaches final acceptance

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Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned subsidiary of MSC Mediterranean Shipping Company S.A. (MSC), has announced the final result of its voluntary public takeover offer to the shareholders of Hamburger Hafen und Logistik Aktiengesellschaft (HHLA).

At the expiry of the acceptance period, which was extended until 7 December 2023 at 24:00 hrs (CET), the takeover offer had been accepted by shareholders holding 7,325,366 Class A shares. This corresponds to 9.74 percent of the share capital. In addition, MSC has purchased 12.21 percent of the HHLA shares on the open stock market. Together with the Class A and S shares held by the City of Hamburg, the joint venture partners now hold 92.30 percent of HHLA’s share capital.

The offer was not subject to a minimum acceptance threshold. In their joint Reasoned Statement of 6 November 2023, the Executive Board and Supervisory Board of HHLA recommended to the shareholders to accept the offer.

Angela Titzrath, Chief Executive Officer of HHLA, said: “Now that the acceptance period for the share¬holders has expired, the Executive Board focuses on finalising the business combination agreement between the City of Hamburg, MSC and HHLA.”

As announced previously, the Executive Board and Supervisory Board had signed a binding preliminary framework agreement for a business combination agreement with MSC and the City of Hamburg at the beginning of November and agreed to address outstanding issues in the coming weeks. A common understanding was reached on key areas to secure HHLA and its business model in the long term.

Closing of the transaction remains 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 the second quarter of 2024.

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