Ad hoc: HHLA informs about the announcement of the submission of a voluntary public takeover offer by MSC group

Hamburger Hafen und Logistik AG (HHLA) informs that Port of Hamburg Beteiligungs­gesellschaft SE today published its decision to submit a voluntary public Takeover Offer pursuant to Sec. 10 para. 1 and para. 3 in conjunction with Sec. 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”).

Port of Hamburg Beteiligungsgesellschaft SE (the “Bidder”), a wholly-owned indirect subsidiary of MSC Mediterranean Shipping Company S.A., Switzerland (“MSC”), today, on 13 September 2023 published its decision decided to submit a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in the form of a cash offer (Barangebot) to the shareholders of Hamburger Hafen und Logistik Aktiengesellschaft (the “Company”), to acquire all registered no-par value shares of class A stock in the Company, each share representing a proportional amount of EUR 1.00 of the share capital of the Company (ISIN DE000A0S8488, the “A-Shares”), against payment of a cash consideration in the amount of EUR 16,75 per A-Share (the “Takeover Offer”).

The Takeover Offer will be made in accordance with the terms and conditions set forth in the offer document. Subject to further coordination with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanz­dienstleistungs­aufsicht), the Takeover Offer will be subject in particular to the granting of the necessary competition law and other regulatory approvals as well as approval by the federal state parliament of Hamburg (Hamburgische Bürgerschaft).

The Bidder further informed that in connection with the Takeover Offer, MSC and the Free and Hanseatic City of Hamburg (“FHH”) have today entered into a binding agreement setting forth the basic parameters and terms of the Takeover Offer and the parties’ mutual intentions and understandings with respect to the Company. The agreement provides that HGV Hamburger Gesellschaft für Vermögens- und Beteiligungs­management mbH (“HGV”), a wholly-owned subsidiary of FHH, will transfer the A-Shares held by it to the Bidder upon completion of the Takeover Offer by way of a capital increase against contribution in-kind and will acquire shares in the Bidder in return (the “Contribution”). If the Bidder holds 100% of the A-Shares after completion of the Takeover Offer and the Contribution, HGV shall hold 50.1% and MSC 49.9% of the share capital of the Bidder; for this purpose, HGV will transfer a portion of the shares in the Bidder acquired in the course of the Contribution to MSC or a subsidiary of MSC. If the Bidder holds less than 100% of the A-Shares after completion of the Takeover Offer and completion of the Contribution, the shareholding ratios with respect to the Bidder will be aligned such that HGV indirectly holds 50.1% of the A-Shares.

In close consultation with the Supervisory Board of HHLA, the Executive Board will review and evaluate the announced Takeover Offer in the best interests of the company while safeguarding the interests of all stakeholders. HHLA will inform the capital market and the public accordingly in accordance with applicable law.