Allen & Overy advises Hapag-Lloyd AG on financing of the merger with United Arab Shipping Company Limited
24 May 2017
As of today's date, all the conditions precedent for the merger of Hapag Lloyd AG and United Arab Shipping Company Limited (UASC) set out in the Business Combination Agreement (BCA) have been met. The commercial register entry required in order to consummate the merger of the two companies was effected today. Allen & Overy LLP advised Hapag Lloyd Aktiengesellschaft comprehensively on all financing aspects of the transaction.
With the UASC shareholders having contributed all the UASC shares to Hapag-Lloyd AG by way of a contribution in kind, Hapag-Lloyd AG has today been entered in the commercial register for the Dubai International Financial Centre (DIFC) as the sole shareholder in UASC. The EUR 45,932,023.00 capital increase resolved by Hapag-Lloyd AG in connection with the transaction has today been entered in the commercial register.
Now that registration has been completed, the two majority shareholders of UASC, Qatar Investment Authority (via its subsidiary Qatar Holding LLC) and the Public Investment Fund of the Kingdom of Saudi Arabia, will become new key shareholders in Hapag-Lloyd, holding 14.4% and 10.1% of the shares respectively. Once the merger has been completed, the other UASC shareholders, namely Kuwait Investment Authority for the benefit of the State of Kuwait, the Iraqi Fund for External Development, the United Arab Emirates and Bahrain Mumtalakat Holding Company, will collectively hold 3.6% of shares in Hapag-Lloyd AG.
The Allen & Overy team was led by partner Thomas Neubaum and counsel Bianca Engelmann, and included senior associates Elke Funken-Hötzel, Dr. Alexander Schilling, David J. Schmidt and transaction support lawyer Evangelina Gordienko (all Frankfurt, all Banking & Finance).
Partner Christian Saunders (Dubai) and associate Kate Chapman (Doha/Qatar, both Banking & Finance) also provided support.