18.07.2016
Hapag-Lloyd AG DE000HLAG475
DGAP-News: Hapag-Lloyd AG: Hapag-Lloyd and UASC sign Business Combination Agreement
DGAP-News: Hapag-Lloyd AG / Key word(s): Mergers & Acquisitions
Hapag-Lloyd AG: Hapag-Lloyd and UASC sign Business Combination Agreement
18.07.2016 / 08:56
The issuer is solely responsible for the content of this announcement.
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Combined company will rank among the world's five largest liner shipping
companies and will operate one of the most modern fleets in the industry /
Company will operate 237 vessels with total transport capacity of around
1,6 million TEU / Qatar Holding LLC and The Public Investment Fund of the
Kingdom of Saudi Arabia to become new key shareholders of Hapag-Lloyd
Hapag-Lloyd AG (Hapag-Lloyd) and United Arab Shipping Company S.A.G. (UASC)
have signed a Business Combination Agreement (BCA) to merge both companies,
subject to the necessary regulatory and contractual approvals. Besides the
Business Combination Agreement (BCA) between the two companies, namely CSAV
Germany Container Holding GmbH, HGV Hamburger Gesellschaft für Vermögens-
und Beteiligungsmanagement mbH and Kühne Maritime GmbH on the side of
Hapag-Lloyd, and Qatar Holding LLC on behalf of the State of Qatar and The
Public Investment Fund of the Kingdom of Saudi Arabia on the side of UASC,
have assumed certain commitments with regard to the merger and the future
equity funding of the company in a separate agreement, the so-called
Shareholders Support Agreement (SSA). In that agreement some of the
controlling shareholders of either side have committed, to backstop a cash
capital increase in the amount of USD 400 million planned by way of a
rights issue within six months after the closing of the transaction.
Following the integration, the new Hapag-Lloyd will rank among the five
largest container shipping lines in the world, with 237 vessels and a total
transport capacity of around 1.6 million TEU, an annual transport volume of
10 million TEU and a combined turnover of approximately USD 12 billion. The
combined company will remain a registered and stock
listed company in Germany with its head office in Hamburg. CSAV, HGV (City
of Hamburg) and Kühne Maritime will remain controlling shareholders of
Hapag-Lloyd. The majority shareholders of UASC, Qatar Holding LLC (QH) and
The Public Investment Fund of the Kingdom of Saudi Arabia (PIF), will
become new key shareholders of Hapag-Lloyd holding 14 per cent (QH) and 10
per cent (PIF) respectively.
"This strategic merger makes a lot of sense for both carriers - as we are
able to combine UASC's emerging global presence and young and highly
efficient fleet with Hapag-Lloyd's broad, diversified market coverage and
strong customer base. Furthermore it will give the new Hapag-Lloyd access
to Ultra Large Container Vessels", said Rolf Habben Jansen, CEO of Hapag-
Lloyd, upon signing the agreement. "After the successful integration of
CSAV which was concluded mid of 2015 this transaction with UASC is another
historic milestone for Hapag-Lloyd. The merger reinforces our position as a
top 5 and one of the largest truly global carriers in liner shipping."
The combined company will have a global, diversified trade portfolio, with
leading product offerings in the major East-West and North-South trades. In
addition, it will leverage on UASC's solid presence in Middle Eastern
markets and trades, with a commitment to further strengthening this
presence by establishing a fifth Hapag-Lloyd Regional Center in Dubai.
"With this merger, we are embarking on an exciting new phase of UASC's
growth", said Jorn Hinge, President and CEO of UASC. "Leveraging on UASC's
heritage in the Middle East as well as our recent growth in other markets,
the combined company will provide customers with valuable expertise and
very efficient service offerings in all major trade lanes and markets
around the world", he added.
The fleet of the combined company will consist of 237 ships - including
UASC's six recently received 18,800 TEU ships, known for their superior
eco-efficiency credentials, as well as
eleven newly built 15,000 TEU ships, the last of which will be delivered
soon. With an average age of 6.6 years and average size of 6,600 TEU the
combined company will have one of the most modern and efficient vessel
fleets in the industry.
The company will be the key player in the new "THE Alliance" - consisting
of Hanjin, Hapag-Lloyd, K-Line, Mitsui O.S.K Lines, Nippon Yusen Kaisha and
Yang Ming. THE Alliance is scheduled to begin operation in April 2017 and
will cover all East-West trade lanes including Asia-Middle East/Arabian
Gulf and Red Sea.
"Hapag-Lloyd and UASC now take the next step to further consolidate and
shape the liner shipping industry. The new transaction is strengthening not
only our market position, but also our service portfolio. The merger will
create annual net synergies of at least 400 million US Dollars and save a
significant amount of capital expenditure for the company", commented
Michael Behrendt, Chairman of the Supervisory Board of Hapag-Lloyd.
The unanimous approval by the Extraordinary General Assembly of UASC's
shareholders and the Supervisory Board of Hapag-Lloyd demonstrate the
strong support by all key shareholders of both companies and their
continuous commitment to liner shipping. At the Annual General Meeting
scheduled for August, the shareholders of Hapag-Lloyd will be asked to
approve an authorized capital allowing for the implementation of the
Business Combination.
"During its 40-year history, UASC has grown from a regional carrier to
become a truly global one with comprehensive coverage of the main trade
lanes and a state-of-the-art fleet", stated Dr. Nabeel Al-Amudi, Chairman
of the Board of Directors of UASC. "We are very proud of UASC's
achievements over the years that paved the way for such a remarkable deal",
he added.
Following regulatory and contractual approvals, the merger is expected to
be completed by the end of 2016. Until then, UASC and Hapag-Lloyd will
continue to operate as stand-alone companies. Each company will also
operate in its own alliance as currently structured until the end of March
2017, after which THE Alliance will commence operations.
About Hapag-Lloyd
With a fleet of 175 modern container ships and a total capacity of 955,000
TEU, Hapag-Lloyd is one of the world's leading container liner shipping
companies. The Company has approx. 9,400 employees at 361 sites in 118
countries. Hapag-Lloyd has a container fleet of 1.6 million TEU - including
one of the world's largest and most state-of-the-art reefer fleets. 122
liner services worldwide ensure fast, reliable connections between all the
continents. Hapag-Lloyd is one of the leading operators in the Atlantic,
Latin America and Intra-Americas trades. For more information please visit
www.hapag-lloyd.com
About United Arab Shipping Company
United Arab Shipping Company (UASC) is a global shipping company based in
the Middle East. Founded in 1976, UASC has 185 offices around the world.
The company is the largest container shipping line in the Middle East
region and adjacent markets, covering 275 ports and destinations worldwide.
UASC offers containerized cargo transportation, temperature controlled
(reefer) and out of gauge cargo amongst other value added services to a
diversified global client-base. For more information please visit
www.uasc.net
For more information please contact:
Hapag-Lloyd AG Hapag-Lloyd AG UASC Corporate Investor Relations Corporate Communications Communications Tel.: +49 40 3001 2529 Tel.: +49 40 3001 Tel.: +971 4 6022885 2896 Email: [email protected] Email: [email protected] Email: [email protected]--------------------------------------------------------------------------- 18.07.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Hapag-Lloyd AG Ballindamm 25 20095 Hamburg Germany Phone: +49 (0) 40 3001 - 2896 Fax: +49 (0) 40 3001 - 72896 E-mail: [email protected] Internet: www.hapag-lloyd.com ISIN: DE000HLAG475, USD33048AA36 WKN: HLAG47, A1E8QB Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard), Hamburg; Regulated Unofficial Market in Berlin, Dusseldorf, Hanover, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service --------------------------------------------------------------------------- 483109 18.07.2016
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