Hapag-Lloyd and CSAV have undersigned a not binding agreement for the fusion



The negotiations for a fusion between the shipowning society German Hapag-Lloyd and the shipowning society Chilean Compañía American South de Vapores (CSAV) have led in the subscription of a not binding agreement ( on 5 December 2013). The two companies have announced that the next step will be the development of the procedures of two diligence to which will be able to follow the signature of a binding agreement.

The understanding binding does not preview the fusion of the respective activities in the field of the containerized marine transport and explicitly excludes the activities of the two companies in the segments of the transport of solid bulk, not containerized liquid bulk, goods cooled and of motor vehicles.

The fusion will be put into effect with the acquisition by CSAV of 30% of the capital stock of the Hapag-Lloyd new, of which she will become the main shareholder. Moreover CSAV will sign a pact of control with the HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH, the society of the city administration of Amburgo that currently stops a participation of 36.9% in Hapag-Lloyd, and with the Kühne Maritime GmbH, society controlled by Klaus Michael Kühne who possesses 28.2% of the current Hapag-Lloyd. The members of such pact will stop about 75.5% of the actions of the new company been born from the fusion, than presumablly it will maintain the Hapag-Lloyd brand and he will be the fourth world-wide operator of the field with a fleet of the transport ability pairs to about a million teu, with next a annual volume transported to 7,5 million teu and a turnover of about 12 billion dollars per year.

According to the forecasts, the synergies activated from the fusion will allow savings for about 300 million dollars per year.

The parts have agreed also the drawing up of a business plan that will afford to characterize synergies, improvements and operating efficiencies and will presee renews of the fleet. To such fine two increments of capital for a total value of 740 million euros are previewed also that will be carried out over 12 months after the realization of the fusion. The first increase of capital of 370 million euros will be undersigned from CSAV for 259 million euros within one hundred days from the effettuazione of the fusion. After this first phase the quota CSAV in Hapag-Lloyd will be pairs to 34%. One previews that according to increase of capital of the ulterior ones 370 million euros, to be carried out within a year from the realization of the fusion agreement, will be put into effect in the within of the income of the Hapag-Lloyd new in Stock exchange through an initial public offer.

From part its CSAV has specified that the not binding memorandum of understanding with the German company is signed advance unanimous ballot of the board of directors. The Chilean company will in the next few days convene an extraordinary assembly of the shareholders is in order to approve of an increase of capital of 200 million dollars in order to collect deep the necessary ones to last year complete the financing of the acquisition of the seven new portacontainer from 9.300 teu ordered to the Samsung Heavy Industries South Korean ( on 16 April 2013) it is in order to authorize the increase of capital of 259 million dollars decided in the within of the agreement with Hapag-Lloyd is in order to obtain also the resources necessary in order to carry to term the fusion agreement.