Linklaters, Freshfields and Allen & Overy in Port of Hamburg’s major deal

We are in Hamburg this time, where the Executive Board and Supervisory Board of the city-owned Hamburger Hafen und Logistik AG (HHLA) recommended that shareholders accept the takeover bid by the major shipping company Mediterranean Shipping Company (MSC), although the group council previously opposed it.

MSC had offered 16.75 euros per HHLA share in the bid. Once the transaction has been successfully completed, HHLA will be run as a joint venture in which the city will hold at least 50.1 per cent and MSC a maximum of 49.9 per cent. MSC will participate in the equity increase in the same proportion as the City of Hamburg. The Geneva-based shipping company will make this contribution in addition to the purchase price.

Why they opposed to MSC’s entry

All parties involved were concerned with extended commitments for the long-term development of HHLA.

HHLA’s Supervisory Board had set up a takeover committee made up of independent Supervisory Board members to assess the takeover bid and authorised it to prepare and approve the joint reasoned statement for the full Supervisory Board. The trade union Verdi continues to reject the MSC takeover, but welcomes the fact that agreements have now been reached with regard to the employees. However, these safeguards must now be documented in a collective labour agreement.

HHLA’s Group Works Council (KBR) had also spoken out strongly against the MSC deal, arguing that it would jeopardise jobs and working conditions. The Hamburg City Parliament must decide on both the transaction and the equity commitment. The investor entry, which is intended to give the port operator HHLA further planning security and lead to a delisting in the long term, also requires official approval.

The advisors

With regard to the public takeover and also helped with the statement that has since been published, Linklaters is advising the boards of Hamburger Hafen und Logistik (HHLA) with partners Mario Pofahl (pictured, left), Dirk Horcher, Daniela Seeliger, Oliver Rosenberg, Kirsten Placke, Tobias Rump.

Advisor to Mediterranean Shipping Company (MSC) is Freshfields Bruckhaus Deringer, with partners Patrick Cichy (pictured, center), Christoph Seibt, Andreas von Bonin, James Aitken, Boris Dzida, Arne Krawinkel, Kyle Miller, Uwe Salaschek.

Allen & Overy is advising the City of Hamburg with partners Helge Schäfer, Nicolaus Ascherfeld, Hans Diekmann (pictured, right), Börries Ahrens, Udo Olgemöller.