United Arab Shipping Company Limited’s Merger with Hapag-Lloyd AG


White & Case LLP has advised United Arab Shipping Company Limited (UASC) and its major shareholders Qatar Investment Authority (QIA) and the Public Investment Fund of Saudi Arabia (PIF) on UASC’s merger with Hapag-Lloyd AG, a listed company headquartered in Hamburg, Germany.

Hapag-Lloyd and United Arab Shipping Company (UASC) merged. 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.

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.

The White & Case M&A team was co-led by partners Roger Kiem (Frankfurt) and Michiel Visser (Doha/Dubai), and the White & Case finance team was co-led by partners Christopher Frampton (New York) and Alison Weal (London). They were supported by an international team of White & Case lawyers including partners Markus Stephanblome (Frankfurt), Justin Benson, Adrian Beasley (both London), Ji Hong (Seoul), Simon Collins (Tokyo) and Farhad Jalinous (Washington, DC), counsel Nneka Wood (Abu Dhabi), local partners Claire Matheson Kirton (Dubai) and Florian Ziegler (Frankfurt), and associates Jan Ole Eichstädt, Simon Rommelfanger (both Frankfurt), Sonia Abdul-Rahman, Faris Al Amoudi (both Dubai), Andrew Harper, David Wright, James M. Turner, Sam Harding, Zahra Knapper (all London), Daniel Moon, Elijah Gjeltema, Joseph Kalis (all New York), Jeffrey Dressler (Tokyo) and Keith Schomig (Washington, DC), and further lawyers from White & Case offices around the world.

Involved fees earner: Roger Kiem – White & Case; Michiel Visser – White & Case; Markus Stephanblome – White & Case; Jan Ole Eichstädt – White & Case; Simon Rommelfanger – White & Case; Sonia Abdul-Rahman – White & Case; Christopher Frampton – White & Case; Alison Weal – White & Case; Justin Benson – White & Case; Adrian Beasley – White & Case; Ji Hoon Hong – White & Case; Simon Collins – White & Case; Nneka Wood – White & Case; Claire Matheson Kirton – White & Case; Florian Ziegler – White & Case; Faris Al Amoudi – White & Case; Andrew Harper – White & Case; David Wright – White & Case; James Turner – White & Case; Sam Harding – White & Case; Zahra Knapper – White & Case; Daniel Changshik Moon – White & Case; Elijah Gjeltema – White & Case; Jeffrey Dressler – White & Case; Farhad Jalinous – White & Case; Keith Schomig – White & Case;

Law Firms: White & Case;

Clients: United Arab Shipping Company;