MSC Publishes Voluntary Public Takeover Offer for HHLA

MSC Publishes Voluntary Public Takeover Offer for HHLA

MSC intends to acquire all free-floating HHLA Class A shares

Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned indirect subsidiary of MSC Mediterranean Shipping Company S.A. has published the offer document for its voluntary public takeover offer for Hamburger Hafen und Logistik Aktiengesellschaft (HHLA).

With this offer, MSC intends to acquire all free-floating HHLA Class A shares. As a mere formality, the offer document also contains an offer for the Class S Shares in HHLA held exclusively by the City of Hamburg, which contain certain real estate property of HHLA (in particular the Hamburg Speicherstadt).

However, the City of Hamburg will not tender these shares due to a non-tender commitment. The Class S Shares are hence not part of the intended strategic partnership.

This offer follows the previously announced Binding Memorandum of Understanding between the City of Hamburg and MSC under which the parties agreed to manage HHLA as a joint venture after successful closing of the transaction.

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In this joint venture, the City of Hamburg will hold at least a 50.1 % stake and MSC up to 49.9 % of HHLA.

All holders of HHLA Class A Shares can accept the offer as of today and tender their Class A Shares at a price of EUR 16.75 per share.

This offer price represents a premium of 45.15% or EUR 5.21 over the last unaffected closing price on September 12, 2023, i.e., the day before MSC announced the intention to launch a public tender offer, and a premium of 49.02% over the last three-month volume-weighted average share price up to and including September 12, 2023.

The offer is not subject to a minimum acceptance rate.

MSC will support HHLA’s growth strategy by contributing its unique expertise and strengths to the joint venture.

This includes leveraging MSC’s global network of innovative ports, boosting further internationalization and digitalization, and opening up further trade potential in Hamburg and Germany. 

Furthermore, the City of Hamburg and MSC agreed on the development of a short- and medium-term business plan, a budget and a long-term investment plan in alignment with HHLA. 

Employee representation currently in place at HHLA will remain unaffected by the planned transaction.

At the time of publication of the offer document, MSC has already acquired 4.69% of the outstanding Class A Shares in HHLA via the stock exchange.

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