Freshfields advises MSC on strategic takeover of HHLA in Hamburg 

Freshfields Bruckhaus Deringer is advising MSC Mediterranean Shipping Company SA (“MSC”), one of the world’s largest container shipping company based in Switzerland, on its forthcoming public takeover offer for Hamburger Hafen und Logistik (“HHLA”). This move is part of a strategic partnership forged with the Free and Hanseatic City of Hamburg (“FHH”). 

The strategic partnership between FHH and MSC, detailed in a binding preliminary agreement, was officially sealed with the signing of a Memorandum of Understanding. FHH currently possesses approximately 69% of HHLA’s listed shares (“A-shares”), with HHLA overseeing various operations, including container terminals in the Port of Hamburg. The takeover proposal put forth by MSC presents an offer price of €16.75 per share, equating to an equity value of €1.2 billion and a notable 57% premium over the 30-day volume-weighted average trading price. 

Upon the successful conclusion of the takeover offer, HHLA will be jointly managed by FHH and MSC, with FHH holding a majority stake of 50.1%, while MSC’s shareholding will amount to up to 49.9%. An integral aspect of the agreement entails MSC’s substantial expansion of cargo handling activities at HHLA terminals in Hamburg starting in 2025. As of 2031, MSC commits to handling a minimum volume of 1,000,000 TEU in Hamburg. 

The primary objective of this partnership is to establish a robust and well-capitalized foundation for the sustainable growth of HHLA and the overall Port of Hamburg. This strategic alliance positions the Port of Hamburg as a vital node in MSC’s global shipping and intermodal network, reinforcing its status as a leading trade hub in northwest Europe. 

The offer document for the tender offer will be submitted to the German Federal Financial Supervisory Authority (BaFin) for approval within the next four weeks. The ultimate closing of these transactions hinges on regulatory clearances and endorsement from the Hamburg Parliament. 

Freshfields is providing comprehensive legal counsel to MSC throughout the transaction’s various facets. This encompasses the negotiation of the binding Memorandum of Understanding, and it will extend to include the negotiation of a more detailed Investment Agreement and a Shareholders’ Agreement. Additionally, Freshfields is guiding MSC on corporate and capital markets law, merger and investment control matters, and will further support MSC in crafting the offer document and coordinating with BaFin for the public takeover offer. 

The Freshfields-Team is led by Corporate-Partners Patrick Cichy and Christoph H. Seibt as well as by Counsel Arne Krawinkel (all Hamburg, pictured left to right). 

The team also comprises Partner Andreas von Bonin (Antitrust, Brussels), Partner James Aitken (Antitrust, London), Partner Boris Dzida (Employment, Hamburg), Counsel Kyle Miller (Corporate, Frankfurt), Associates Maximilian Berenbrok, Jan–Willem Koldehofe, Maximilian Sander and Kristin Kapral (all Corporate, Hamburg), Principal Associate Enrica Schaefer, Associate Ioana–Virginia Motoc (both Antitrust, Brussels), Counsel Uwe Salaschek and Principal Associate Marie–Theres Urban (both Foreign Direct Investment, Berlin).