Port of Hamburg Beteiligungsgesellschaft SE, a wholly-owned indirect subsidiary of MSC, has published the offer document for its voluntary public takeover offer for Hamburger Hafen und Logistik Aktiengesellschaft (HHLA).
The document was published following an approval by the German Federal Financial Supervisory Authority.
MSC plans to purchase all free-floating HHLA Class A shares with this offer. The offer document also includes a formal offer for the Class S Shares in HHLA owned exclusively by the City of Hamburg, which comprise some HHLA real estate property.
However, due to a non-tender pledge, the City of Hamburg will not offer these shares. As a result, the Class S Shares are not included in the anticipated strategic alliance.
This offer comes on the heels of the previously announced Binding Memorandum of Understanding (MoU) between the City of Hamburg and MSC, under which the parties agreed to run HHLA as a joint venture following the transaction’s successful completion.
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In this joint venture, the City of Hamburg will hold at least a 50.1 per cent stake and MSC up to 49.9 per cent 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 EUR16.75 ($17.73) per share.
This offer price represents a premium of 45.15 per cent or €5.21 ($5.52) over the last unaffected closing price on 12 September 2023, the day before MSC announced the intention to launch a public tender offer, and a premium of 49.02 per cent over the last three-month volume-weighted average share price up to and including 12 September 2023.
The offer is not subject to a minimum acceptance rate.
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As a major component of the cooperation, MSC plans to significantly expand cargo throughput in HHLA terminals as early as 2025 and to reach a minimum volume of 1 million TEU by 2031.
In addition, the City of Hamburg and MSC intend to engage into a business combination agreement with HHLA. This will reportedly include rules for competitively sensitive information protection and the preservation of employee rights, including co-determination.
MSC had already bought 4.69 per cent of the outstanding Class A Shares in HHLA through the stock market at the time the offer document was published.
The joint venture partners currently hold more than 75 per cent of HHLA share capital, including the A- and S-shares owned by the City of Hamburg.
