Port of Hamburg Beteiligungsgesellschaft SE, a wholly owned subsidiary of MSC Mediterranean Shipping Company S.A., announces the final result of its voluntary public takeover offer to the shareholders of Hamburger Hafen und Logistik Aktiengesellschaft: 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.
Preliminary framework agreement
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: “Now that the acceptance period for the shareholders has expired, the Executive Board focuses on finalising the business combination agreement between the City of Hamburg, MSC and HHLA. In close cooperation with the Supervisory Board, we have already been able to set important milestones for HHLA's future development in a preliminary framework agreement and achieve commitments for investments, our employees and customers. We are confident that we will be able to work out the remaining points in the coming weeks.”
Business combination agreement
Closing of the transaction remains subject to certain regulatory approvals
For background information: As announced, 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.
With regard to the implications of the offer for the company, its stakeholders and in particular for strategy and governance aspects, a common understanding was reached on key areas to secure HHLA and its business model in the long term. In addition to the assessment of the offer price as adequate, it was the basis for the positive assessment of the takeover offer by the Executive Board and Supervisory Board.
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.
