Two EU Ports Plan $1.2 Billion Merger

 08 Sep 2017 10.45am

The authorities of the Belgian Port of Ghent and the Dutch port of Zeeland have penned a merger agreement for submitting to shareholders and works councils.

The joint merged entity will have a value in shares of around US$1.2 billion.

If proposals are accepted, a new name for the unified cross-border port area and the merged company will be announced. This is provisionally planned for December 8, 2017.

Ghent port is expecting the proposal will be green lighted, given environmental recommendations by the Samsom committee and changes to the Flemish port decree being put to a vote in 2018.

Next week the two port authorities plan to present these proposals to their shareholders and in three months the stakeholders will return their verdict on the merger between the two port authorities to create a unified, international port authority.

Shareholders for both port authorities were presented with the outline of a possible merger in June, 2017.

Then the outline accord was worked up into a merger agreement, articles of association and a shareholders' agreement.

The ports initially announced a possible merger on November 7, 2016 at a summit attended by the Dutch Prime Minister Mark Rutte and the Flemish Prime Minister Geert Bourgeois.

Politicians, businesses and port experts have been enthusiastic about the announcement because of the benefits for the region, said Ghent Port.

It is expected that politicians will put the merger plan on the agendas of their municipal and provincial executives in October and November.

Read a related technical paper by Olaf Merk of the OECD explaining how economic developments lead to the emergence of mega-ports.

The recently authored merger agreement lays out how the merger will be given shape on the basis of equality.

The starting point for the merger agreement is to achieve a merger on a 50%-50% basis, and thus create a single cross-border port area and a single new unified port authority. A 76% majority of all shareholders would be required for important decisions.

The corporate headquarters of the European company will be in the Netherlands, but it will also have an office in the future port authority building on Graslei in Ghent, Belgium. Each port authority will continue to exist and pay tax in its own country.

There will ‘be no redundancies as a result of the merger, and employment conditions will remain the same, Ghent port said.

Port authorities to be subsidiaries of a European company, exchanging their own shares for those of the European company. In this way, the port authorities will retain their own assets (land, buildings and infrastructure) as subsidiaries of this European company.

The subsidiaries will also remain responsible for public tasks such as the maintenance of roads in the port area, directing nautical traffic and safety in the port.

Based on the principle of equality, after the merger the shares will be divided among different public districts as follows: Zeeland province 25%, Borsele 8.33%, Terneuzen 8.33%, Vlissingen 8.33%, Ghent 48.52%, Evergem 0.03%, Zelzate 0.005%, East Flanders province 1.444%.

In the valuation of the merger partners, all interests were taken into account, with good and workable solutions being found to some tricky and complex issues.

Read more: Following an integration trend, five Dutch port authorities that have teamed up to introduce a new nationwide app for inland shippers with current waterway information nationwide.

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