The Executive Board and Supervisory Board of Hamburger Hafen und Logistik AG (HHLA) advise shareholders to accept MSC’s offer. The works council is against it.
In accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the management bodies of the Hamburg terminal operator are obliged to evaluate MSC’s takeover bid. As expected, there is a favorable vote. [ds_preview]
In the negotiations with the City of Hamburg and MSC, far-reaching commitments for the long-term development of HHLA have been achieved, it is stated. As a result, both bodies reportedly consider the offer price of €16.75 per Class A share to be “appropriate.”
MSC lures HHLA shareholders with investment promises
The City of Hamburg and MSC, the world’s largest container shipping company, announced in September that MSC was to acquire a stake in HHLA. The city currently holds around 69% of HHLA. In future, this is to be managed as a joint venture, with the city holding 50.1% and MSC 49.9% of the shares. According to a press release, the commitments in the preliminary framework agreement include the following aspects in particular:
- Provision of additional equity totaling €450 million for investments,
- Maintaining the neutrality and independence of the HHLA business model, in particular the intermodal subsidiary Metrans. This ensures that all customers have the same access to all HHLA terminals and services throughout Europe.
- HHLA retains decision-making authority over its investment planning for the modernization of the container terminals in Hamburg and the international expansion of the intermodal network. The City of Hamburg and MSC will support the projects with at least € 775 million between 2025 and 2028.
- There will be no compulsory redundancies for at least five years. Co-determination within the HHLA Group remains intact.
“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 largely secured them in the binding preliminary framework agreement,” says Angela Titzrath, Chairwoman of the Executive Board.
HHLA offer still valid until November 20
Thanks to the commitments, considerable additional funds will be available in the coming years to drive forward HHLA’s successful development into a leading European logistics company even more actively and quickly, said Titzrath. She was confident that it would also be possible to reach an agreement on the outstanding issues with the City of Hamburg and MSC in the coming weeks.
The acceptance period for the offer began with the publication of the offer document on October 23 and ends on November 20 at midnight (CET). Completion of the transaction is still subject to certain regulatory approvals and the approval of the City of Hamburg.
Trade unions and works council reject MSC’s entry
However, there is still resistance on the employee side. The commitments do not go far enough for the Group Works Council. “The risks far outweigh the opportunities. HHLA and the Hamburg port industry are being damaged,” said Christian Baranowski, Chairman of the Group Works Council. Jobs and working conditions are therefore massively at risk. The works councils are appealing to the members of parliament not to approve the MSC deal.
The trade union Verdi has expressed a similar view. The Business Combination Agreement (BCA) concluded between HHLA, MSC and the City of Hamburg has included important critical issues which, in the union’s view, require additional protection in the form of a collective agreement. For example, it criticizes the fact that co-determination by the Supervisory Board has not been sufficiently regulated.
