Freshfields advises MSC on squeeze-out of HHLA minority shareholders as part of its strategic partnership with Hamburg

Global law firm Freshfields is advising MSC Mediterranean Shipping Company SA (MSC), Switzerland, the world's largest container shipping company, in the framework of its strategic partnership with the Free and Hanseatic City of Hamburg (FHH) on the squeeze-out of minority shareholders against payment of an adequate cash compensation of Hamburger Hafen und Logistik AG (HHLA), the major port terminal operator in Hamburg.

Port of Hamburg Beteiligungsgesellschaft SE (PoH), a joint venture of FHH and MSC, submitted a squeeze-out request to HHLA pursuant to Sec. 327a of the German Stock Corporation Act (Aktiengesetz) as HHLA’s main shareholder. On 11 June 2026, HHLA’s general meeting has resolved on the exclusion of HHLA’s minority shareholders against payment of an adequate cash compensation in the amount of €21.16 per class A share with a majority of 99.54% of the votes cast. The squeeze-out will become effective upon registration of the squeeze-out resolution with the competent commercial register and will complete PoH’s acquisition of full ownership of HHLA’s port logistics division valued at approx. €1.5bn based on the offered cash compensation.

Freshfields is advising MSC on all legal aspects of the squeeze-out and the joint venture with FHH. The advice has in particular related to the preparation of the squeeze-out and the relevant documentation along with FHH’s legal advisors. 

Freshfields has been advising MSC on the strategic partnership between FHH and MSC regarding HHLA since 2023, including the public takeover offer by MSC, the establishment of PoH as a joint venture and the corresponding agreements between FHH and MSC, as well as the subsequent stakebuilding in HHLA.

The Freshfields-Team is led by Partners Christoph H. Seibt and Patrick Cichy and further comprises Principal Associate Valentin Müller and Associate Jannik Maas (all Corporate/M&A, Hamburg).