The Executive Board and the Supervisory Board of Hamburger Hafen und Logistik AG (HHLA) published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the takeover offer by MSC on 23 October.
Both boards recommend 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 boards to examine the offer carefully, impartially and in the best interests of all the company’s stakeholders.
The boards have 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 €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 sign 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.
Subject to the approval of the Hamburg Parliament, the City of Hamburg and MSC will provide HHLA with additional equity capital totalling €450 million for investments in business operations over the next few years following the closing of the transaction.
Furthermore, HHLA will retain decision-making authority over its investment planning. In particular, the ongoing modernisation of HHLA’s box 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 €775 million from 2025 to 2028.
Angela Titzrath, CEO of HHLA, commented, “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 €450 million from the two major shareholders.”
