The German ocean carrier’s shareholders of Friday approved all items on the agenda for the annual meeting, most notably including the approval of new authorized share capital, which will be used toward the merger with UASC.
Hamburg-based ocean carrier Hapag-Lloyd said its shareholders approved all items on the agenda for the annual meeting, which was held Friday.
The primary matter regarded the establishment of the capital conditions necessary for the planned merger with Middle Eastern ocean carrier United Arab Shipping company (UASC), Hapag-Lloyd said.
Hapag-Lloyd’s shareholders approved of the creation of new authorized share capital. This will be used toward the merger with UASC, which is to be incorporated into Hapag-Lloyd as a contribution in kind.
The company had asked for shareholder approval to be able to create – with the option to exclude shareholder subscription rights and without holding a general meeting – the ability to “to flexibly acquire undertakings by issuing new shares in the company so to enable the rapid implementation of related cash capital increases and to use the present favorable market environment to cover any future financing requirement quickly and flexibly.”
“In order to be able to swiftly react to the diverse challenges in the container shipping industry from a strong and secure position and to be able to grasp opportunities presenting themselves and to mitigate any risks arising, the company requires authorized capital so that the executive board is able to make very quick decisions about covering future capital requirements,” Hapag-Lloyd said. “The statutory purpose of the authorized capital is that the company not be dependent upon the rhythm of annual general meetings, the notice period for calling an extraordinary general meeting or the implementation of a regular capital increase within the period of six months accepted as compulsory within the established court rulings and literature.”
Shareholders also approved the expansion of the supervisory board from the current 12 members to 16 members, which is to take place once the merger with UASC is concluded. Qatar Holding LLC (QH) and Saudi Arabia’s Public Investment Fund (PIF) will each get a spot on the supervisory board upon conclusion of the merger, which is still subject to antitrust approvals.
Hapag-Lloyd CEO Rolf Habben Jansen said merging with UASC is a strategic milestone for Hapag-Lloyd. “We intend to bring the skills of Hapag-Lloyd and UASC together in such a way that the company is in a stronger position to face both current and future industry challenges, Habben Jansen said. “Hapag-Lloyd is not only growing, it is also becoming more international and, above all, more competitive.”
“The merger gives us the large vessels we need in order to achieve low transport costs per container,” he said at the meeting, which included approximately 300 shareholders. “With the investments already made by UASC in these ship classes, Hapag-Lloyd will not need to make any more investments in large vessels in the next few years.
“With this merger, we are consolidating our position among the world’s five biggest container shipping companies in the long term and are considerably increasing the gap between us and the shipping companies that come after us,” he said. “We expect the combination of Hapag-Lloyd and UASC to reap us further significant improvements in our profitability and we firmly believe that the merger will allow us to rise to the various industry challenges even better and more strongly than ever before.”
Hapag-Lloyd shareholders approve creation of share capital for UASC merger
