MSC buys HHLA?

City of Hamburg and MSC Mediterranean Shipping Company Establish Long-term Strategic Partnership – Hamburg-controlled HHLA Port Terminal and Logistics Group to be Operated as a Joint Venture

https://www.msc.com/en/newsroom/press-releases/2023/joint-press-statement-by-msc-and-the-free-and-hanseatic-city-of-hamburg

09/13/2023

• The City of Hamburg maintains a 50.1% stake in HHLA, MSC intends to hold up to 49.9%
• MSC commits to increase terminal throughput to 1,000,000 TEU from 2031 onwards as well as to establish its German headquarters in Hamburg

Hamburg, Germany, September 13, 2023 – The Free and Hanseatic City of Hamburg and MSC Mediterranean Shipping Company S.A. (“MSC”) have entered into a binding Memorandum of Understanding with respect to a strategic partnership regarding Hamburger Hafen und Logistik Aktiengesellschaft (“HHLA”). MSC intends to acquire all free-floating A-Shares of HHLA and announces the intention to launch a voluntary public takeover offer at EUR 16,75 per A-Share (57% premium to 30-day volume weighted average price). HHLA is to be operated as a strategic joint venture, with the City of Hamburg holding a stake of 50.1% and MSC ultimately holding a stake of 49.9%.

In the course of the partnership, MSC will substantially increase its container volume at HHLA terminals in Hamburg, beginning in 2025 and raising it to at least 1,000,000 TEU per year from 2031 onwards. In addition, MSC will establish its new German headquarters with several hundred employees in Hamburg. Furthermore, MSC and the City of Hamburg also agree to commit on a long-term investment plan to be developed in alignment with HHLA.

The aim of the partnership is to establish a strong and well-funded basis for the further development of HHLA and the entire Port of Hamburg, making it a central hub for MSC’s globally connected network of container services and logistics chains. MSC thereby acquires a strategic share in a leading European logistics company, with a network of container terminals in Hamburg, Odessa, Tallinn and Trieste, excellent hinterland connections, railway-company METRANS and well-connected intermodal hubs in Central and Eastern Europe.

MSC has been investing heavily in developing its portfolio of intermodal solutions, including rail which spans from Sines (Portugal) to Trieste (Italy), and has been working to shift more cargo from road to rail in line with its shoreside decarbonization aims.

The agreement would also see MSC expand its terminal portfolio. Through its subsidiary Terminal Investments Limited (TiL) MSC operates 70 terminals across the world, including terminals in Antwerp, Singapore, and Rotterdam. To further grow its global terminal footprint, MSC has also acquired AGL (Africa Global Logistics), a logistics provider with a strong presence on the African continent with intermodal solutions and 21 port concessions. In addition to its fleet of 760 vessels, MSC is currently implementing a robust fleet modernization plan and expects to take delivery of more than 90 newbuildings over the next three years, including the 24,000+ TEU Celestino Maresca class vessels that are the most fuel efficient by design.

Commenting on the signing of the agreement Soren Toft, CEO of MSC Mediterranean Shipping Company stated: “The City of Hamburg and MSC have had a close bond for decades.We are excited tobuild onthislong-standingpartnershiptodayby integrating the City of Hamburg and Germany even closer into ourglobalocean freight network and diversified intermodal footprint across Europe.This deal not only expandsMSC’s globalreach, but also unlocks the trade potential for the City of Hamburgand Germany.As a family-ownedcompanywe are fully accountable to our employees, customers and partners. Weemploy a long-term view and this partnership is an exciting step for MSC to grow its long-term presence in Hamburg and Germany.”

Dr Peter Tschentscher, First Mayor of the Free and Hanseatic City of Hamburg: “The strategic partnership between the City of Hamburg and one of the world's leading shipping companies, MSC, is a milestone in the further development of our port. It reflects MSC's strong commitment to the Port of Hamburg, is in line with the Senate's strategic port policy goals and can give our entire maritime economy the boost it needs in difficult times.”

Dr Melanie Leonhard, Senator of Economy, City of Hamburg: “The Port of Hamburg is one of Europe's largest industrial sites, where goods are not only shipped and transhipped, but also processed. We are committed to its development – to take this forward, we are joining forces with the world's leading container shipping company. By leveraging MSC's expertise in maritime logistics, we aim to drive forward the digitalization and the transformation of logistics in the Port of Hamburg, ensuring prosperity and job security. I am convinced that the Mediterranean Shipping Company is a most reliable and trustworthy partner for the development we envisage."

Dr Andreas Dressel, Senator of Finance, City of Hamburg: “Hamburg continues to retain the majority of the shares and be HHLA’s major shareholder via the holding company of the Free and Hanseatic City of Hamburg. At the same time, we are increasing strategic impact and steering capabilities together with MSC by running the joint-venture as a company directly governed by its two shareholders. The employee participation currently in place at HHLA will remain unaffected by the planned transaction. The future governance structure will also be secured on a partnership basis. The City of Hamburg will retain the right to nominate the CEO and chair of the Supervisory Board of HHLA. Today’s agreement secures the public good and serves this cities’ best interests.”

The partnership is stipulated for an indefinite time, with a termination possible after 40 years at the earliest. Both partners agree that this partnership is and should remain open to all other past and future partners of the Port of Hamburg, HHLA and its terminals.

As a next step MSC will draft the takeover offer document. The takeover offer document will be submitted within the next four weeks for approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) which will take approximately 10 working days. Immediately after the approval the offer document will be published (expected for the second half of October). During the following four-week offer period, that will be followed by a mandatory two-week period, investors can decide to accept the offer. The closing of the offer will be subject to regulatory approval, and approval by the Parliament of the Free and Hanseatic City of Hamburg.

About MSC Mediterranean Shipping Company

MSC Mediterranean Shipping Company (MSC) is a global leader in transportation and logistics, privately owned and founded in 1970 by Gianluigi Aponte. The company has evolved from a one vessel operation into a globally respected business that provides timely delivery of goods and services to customers of all industries and sizes with a fleet of 760 vessels. Present in 155 countries through 675 offices, MSC calls at 520 ports on 300 trade routes, carrying some 22.5 million TEU (twenty-foot equivalent units) annually. MSC’s activities now include overland transportation, logistics and a growing portfolio of port terminal investments. The MSC Group, including its passenger businesses, employs 180,000 people worldwide.

MSC Media Enquiries:

Stavros Dimitratos

media@msc.com

+41 76 200 57 36

City of Hamburg Media Enquiries:

Ministry of Economy and Innovation,
Martin Helfrich
pressestelle@bwi.hamburg.de
+49 176 428 59 793

Ministry of Finance,
Claas Ricker
pressestelle@fb.hamburg.de
+49 176 428 58 170