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Freshfields advises MSC on public takeover offer for HHLA as part of a strategic partnership with Hamburg

Global law firm Freshfields Bruckhaus Deringer is advising MSC Mediterranean Shipping Company SA (“MSC”), Switzerland, the world's largest container shipping company, on its announced public takeover offer for Hamburger Hafen und Logistik AG (“HHLA”) in the framework of a strategic partnership with the Free and Hanseatic City of Hamburg (“FHH”).

FHH and MSC have set out details of the intended transaction in a binding preliminary agreement ("Memorandum of Understanding"), which was signed today. FHH currently holds approximately 69% of the listed shares ("A-shares") of HHLA, which among other things operates container terminals in the Port of Hamburg. The takeover offer announced by MSC provides for an offer price of €16.75 per share, representing an equity value of  €1.2bn and a premium of 57% over the 30-day volume weighted average trading price. Following completion of the takeover offer, HHLA is to be managed as a joint venture between FHH and MSC, with the City's shareholding being 50.1% and MSC's up to 49.9%. As part of the agreement, MSC will significantly expand its cargo handling at HHLA terminals in Hamburg from 2025. From 2031 onwards, a minimum volume of 1,000,000 TEU will be handled by MSC in Hamburg.

The aim of the partnership is to create a strong and, in particular, well-funded basis for the sustainable further development of HHLA and the entire Port of Hamburg. The Port of Hamburg will thus become an important hub in MSC's global shipping and intermodal network and expand its position as a leading north-west European trade hub.

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 closing of the transactions is subject to regulatory approvals and the approval of the Hamburg Parliament.

Freshfields is advising MSC on all legal aspects of the transaction. This initially included the negotiation of the legally binding "Memorandum of Understanding" and will subsequently include the negotiation of a more detailed Investment Agreement and a Shareholders’ Agreement. In addition, the firm is advising MSC comprehensively on corporate and capital markets law, as well as merger and investment control issues. Freshfields will also advise MSC on the announced public takeover offer, in particular on the drafting of the offer document and the related coordination with BaFin.

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

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).