Hapag-Lloyd AG

Hapag-Lloyd and UASC complete merger

Hapag-Lloyd and United Arab Shipping Company (UASC) merged today. The merger between the two liner shipping companies was completed today in Hamburg. With 230 vessels and a shared fleet capacity of approximately 1.6 million TEU, Hapag-Lloyd is the fifth-largest liner shipping company in the world. Hapag-Lloyd will remain a publicly traded company registered in Germany with its headquarters in Hamburg. “This is an important strategic milestone and a big step forward for Hapag-Lloyd,” said Rolf Habben Jansen, Chief Executive Officer of Hapag-Lloyd. “We now not only have a very strong market position in Latin America and the Atlantic, but also in the Middle East, where we will become one of the leading carriers. Our priority now is a smooth and fast integration of UASC and Hapag-Lloyd.” The business combination agreement (BCA) had already been signed in Hamburg in July 2016. Since then roughly a dozen competition authorities across the world had to grant their approval. In addition, changes in the corporate legal structure were made and the consent of several banks was obtained. At the center of the integration is the combination of 118 Hapag-Lloyd services with the 45 services making up UASC’s network. This process will start in roughly eight weeks and will take until the end of the third quarter, once the new employees from UASC have been trained to use the Hapag-Lloyd systems. After that UASC’s present transport volume will be handled on Hapag-Lloyd’s IT platform. The combined entity will thereby carry an estimated annual transport volume in excess of 10 million TEU. UASC’s 58 vessels will be integrated into the fleet of Hapag-Lloyd. The combined fleet will then include a total of 230 vessels and be one of the youngest in the industry, with an average ship age of only 7.2 years. The average size of the vessels in Hapag-Lloyd’s new fleet will be some 6,840 TEU/vessel, approximately 30 percent larger than the average of the top 15 in the industry (5,280 TEU/vessel). Hapag-Lloyd plans to achieve annual synergies of USD 435 million as a result of the merger. A significant portion of these savings should be realized in the course of 2018, while the full amount is expected to first be reached in 2019. In addition to the synergies we expect that it will not be necessary to make sizeable investments in newbuildings over the next few years. Hapag-Lloyd will establish a new regional headquarters for the Region Middle East. This will add a fifth Region to the existing Regions North America, Latin America, Asia and Europe. “Hapag-Lloyd has long-term and extensive know-how when it comes to acquisitions. By merging with the Canadian shipping company CP Ships in 2005 and, more recently, with CSAV in 2014, we have demonstrated that we are able to combine businesses and integrate them quickly, efficiently and profitably,” said Rolf Habben Jansen. “We are optimistic that we will be able to complete the integration of UASC by the end of this year.” The two majority shareholders of UASC, Qatar Investment Authority, through its subsidiary Qatar Holding LLC, and the Public Investment Fund of the Kingdom of Saudi Arabia (PIF), will become new key shareholders of Hapag-Lloyd. The other UASC shareholders are the Kuwait Investment Authority on behalf of the state of Kuwait, the Iraqi Fund for External Development (IFED), the United Arab Emirates and Bahrain, which will be reflected with a combined 3.6% of the shares of Hapag-Lloyd as free float shares. The ownership structure of Hapag-Lloyd AG before the forthcoming cash capital increase, planned after the merger, is as follows (figures rounded): CSAV (22.6%), HGV (14.8%), Kühne Maritime (14.6%), Qatar Holding (14.4%), PIF (10.1%) and TUI (8.9%). The free float will amount to roughly 14.6%. Within six months after the closing, a cash capital increase by way of a rights issue is planned for Hapag-Lloyd AG in order to strengthen the company. This will be secured via a backstop commitment in the amount of USD 400 million that some of the controlling shareholders have agreed to. At the Annual General Meeting of Hapag-Lloyd, to be held on May 29 in Hamburg, shareholders will be asked to approve a corresponding appropriate authorized capital.

Germany · 23 May 2017

Hapag-Lloyd and CSAV complete the merger and become the fourth largest container liner shipping company in the world

The path is clear: Hapag-Lloyd and the Chilean Compañía Sud Americana de Vapores (CSAV) are joining forces, by merging CSAV´s container business activities into Hapag-Lloyd, becoming the fourth-largest liner shipping company in the world. The corresponding contracts for the merger of the two companies were signed back in April in Hamburg. With approval from all the relevant global authorities all condition precedents were fulfilled. The merger of Hapag-Lloyd AG with the container business activities of the Chilean shipping company founded in Valparaíso, in 1872, is expected to result in many synergies. Annual savings of at least USD 300 million are anticipated simply as a result of network optimizations, improvements to productivity and reductions in costs. The merged company will have around 200 vessels with a total capacity of approximately one million TEU, transporting some 7.5 million TEU every year and will set up its fourth regional headquarter in Valparaiso, Chile. With revenue of around USD 12 billion, the combined entity joins the elite group of international shipping companies. Rolf Habben Jansen, Chief Executive Officer of Hapag-Lloyd: “This is a big day for both companies. With Hapag-Lloyd’s strength in Asian traffic and on the North Atlantic, combined with CSAV’s strong position in Latin America, we will become the leading shipping company in this region – and thereby be able to offer our global customers an even more attractive network and wider range of products. Our ability to compete will also be significantly enhanced by closing the gap to the top three of our industry”. He continues, “Our immediate priorities now are to continue to offer excellent service to all of our customers and to honor all the commitments both companies made, whilst we plan the upcoming integration. There will be no major changes to the way we work until the transition to the Hapag-Lloyd systems towards the end of the first quarter 2015”. Oscar Hasbún, CEO of CSAV, adds: “We are very proud of the fact that our two long-established companies will now become one of the most prominent players in the global container shipping industry and that this Company has a firm foothold in Latin America, including our home market of Chile. We fit together perfectly thanks to our complementary network, our customer structure, and our excellent professionalism and reputation”. In addition to integrating CSAV’s container business into Hapag-Lloyd, there are also plans to strengthen the Company by raising capital of EUR 370 million by 31 December 2014, in which CSAV will take a share of EUR 259 million and Kühne Maritime EUR 111 million. The ownership structure of Hapag-Lloyd AG will therefore change as follows: CSAV will become Hapag-Lloyd’s biggest shareholder with 34% after the cash capital increase. The other shareholders are HGV (23.2%), Kühne Maritime (20.8%), TUI (13.9%), Signal Iduna (3.3%), HSH Nordbank (1.8%), M.M. Warburg (1.8%) and Hanse Merkur (1.1%). CSAV, HGV and Kühne Maritime have agreed to pool 51% of the shares in Hapag-Lloyd in order to discuss and make key decisions together in the future. Of this pool structure, CSAV owns a 50% participation, while HGV and Kühne Maritime will own 25% each. The main processes of integrating CSAV’s container business into Hapag-Lloyd are expected to be completed by the end of the second quarter of 2015.

Germany · 1 Dec 2014