Interview withMelanie Leonhard, Hamburg Senator for Economic Affairs

„HHLA faces major challenges“

MSC's investment in logistics company HHLA is intended to give Germany's largest seaport more stability. Hamburg's Senator for Economic Affairs Melanie Leonhard defends the transaction against criticism in an interview with the Börsen-Zeitung.

„HHLA faces major challenges“

Ms Leonhard, MSC's planned investment in HHLA has been criticised from various sides in recent months. Are you still fully in favour of the shipping group's investment?

HHLA was privatised in 2007 by the then CDU government. Since the IPO, part of the company has been in free float. For the city as the main shareholder, it is clear in retrospect that this was not the best way to go. On the one hand, we, as the Senate, are often told what needs to be done better at HHLA, but on the other hand, there is no co-owner with whom necessary measures could be discussed, only the diffuse free float. At the same time, the general conditions have changed in recent years, and maritime logistics has changed considerably. HHLA is, therefore, facing major challenges.

Why MSC?

The Mediterranean Shipping Company is a partner that believes in the Port of Hamburg and wants to develop HHLA further together with the city, contributes its expertise, is prepared to make major investments, brings a lot of cargo to Hamburg, and also accepts that the city remains the majority shareholder and therefore accepts our conditions.

The transaction is not only rejected by the opposition in the Hamburg Parliament and by individual experts, but also by the trade union and labour. Is the protest by Verdi and the works council not justified?

We have already secured very far-reaching employee rights in the negotiations. Anyone who wants HHLA to continue to have a resilient business model, earn money and secure jobs in the future must also be interested in its further development.

The concerns of MSC and its owner family are that it is primarily about increasing market power and assets, and not about providing security for employees.

In future, MSC will bring at least an additional 1 million TEU (standard containers, editor's note) per year to the HHLA terminals, and even before the transaction was finalised, further lines were transferred to Hamburg – cargo security is an important commitment for the company and its employees. Employee co-determination will be fully guaranteed, which was a basic condition for us. It is also important that the city and MSC are working together to move the company forward and create prospects for the future. In view of declining handling volumes, a shortage of skilled workers, the need for digitalisation and automation and the necessary process optimisation, it would not be good for HHLA as an independent company to give up and forego any form of strategic development.

Why not just involve MSC in the operation of a terminal, as in the case of other shipping companies such as Hapag-Lloyd and Cosco? Is this not the wrong level to involve MSC via HHLA in all municipal terminals and the rail company Metrans?

It is precisely because it is not just a question of being tied to one terminal, but of the development opportunities for the entire company that a stake in HHLA is needed. What interest should a company that only has a stake in a single terminal have in investing in the HHLA Group? Our goal is the strategic development of the company. This also requires a stake in the company, and not just in a single subsidiary.

One point of criticism is that Hamburg is making itself strategically dependent on just one company, namely the port and logistics group HHLA for a long time, 40 years. There is a threat of handling losses for other shipping companies. What do you think?

The opposite is the case! The Port of Hamburg needs to be diversified. Even today, there are different company shareholdings in the port handling companies, be it in vehicle loading, bulk cargo handling or other container terminals. This is the right thing to do, and we are continuing to pursue the path of getting many shipping companies and organisations interested in a long-term commitment in Hamburg. In container handling in particular, however, it is important to bind several strong players with large handling volumes in Hamburg. Due to the global consolidation among shipping companies, any withdrawal of volumes by other shipping companies – as has already happened in the past– would otherwise always result in significant handling losses for the port.

Could there not be an increase in the relocation of individual liner services, which would further damage the Port of Hamburg?

The guaranteed additional handling volumes that the Mediterranean Shipping Company will bring to Hamburg reduce this risk. Fair competition between the shipping companies in the Port of Hamburg is guaranteed. Apart from that, the port itself in Hamburg will always remain in public hands – not least because this is stipulated by law. Shareholdings always relate to handling operations and the superstructure, not to the port itself – which will continue to be wholly owned by the Hamburg Port Authority.

The criticism is that MSC will be able to block all of HHLA's investments in future despite its minority shareholding. Hamburg can no longer make strategic decisions without the shipping group. A valid point?

No. Hamburg retains the majority – with the right to appoint the chairmen of the Executive Board and Supervisory Board, and also has a majority in any votes. We plan investments together and have already agreed on essential measures and targets.

Was there no other way for the Senate to create better prospects for the port and investment opportunities for HHLA?

The necessary investments in the port infrastructure alone present us with major challenges. As Germany's largest port, Hamburg is central to the export nation's ability to function. However, the majority of the costs are borne by the municipal budget. Even here, there is a lack of commitment from the federal government. It would be challenging to imagine HHLA, as a single handling company that competes, being subsidised by the state in the end, and it would also be difficult to implement legally.

In recent months, the plan has been linked above all with the accusation that the Senate is selling HHLA's silverware far below its value. What is your position on this today?

The Mediterranean Shipping Company made the shareholders an offer that most of them obviously found attractive – with a premium that was far above the share price of previous years, and also far above the premiums usually paid in such cases. This is why MSC was able to successfully buy up the majority of the free float, not from the city, but via a public offer and in free trading on the stock exchange. The city itself is only selling a small proportion of its shares. Incidentally, the same price offer applies to us. The city, therefore, receives significantly more than it could have realised on the stock exchange. The price of a public limited company is set on the stock exchange. This condition is accepted from the outset when a company is floated on the stock exchange.

Critics of the transaction are questioning whether the transaction violates EU state aid law. HHLA's small shareholders have lodged a complaint with the EU Commission against the partial sale of the port group. The accusation is that the purchase price is so low that it amounts to unjustified state aid. Do you expect legal proceedings?

This issue has been thoroughly scrutinised in advance. We have no reason to assume that it could be viewed as aid. After all, the city is not favouring or benefiting anyone. The city is selling shares at a price that is significantly higher than others would have had to pay. Part of HHLA has also been on the open market to date and could have been acquired by other players at any time. This is clearly not the case.

Current and former members of your party are also among the critics. They warn of a „historic mistake“. There was no tendering procedure for the sale of HHLA and no market appraisal of the value of HHLA.

The price offered by the Mediterranean Shipping Company has been scrutinised by several banks and judged to be fair. Even if different valuation methods are taken into account, including multiple and discounted cash flow methods, this result is reached. Overall, a multiple is being paid that is customary in the industry if transactions from previous years are used for comparison. Apart from that, as I said, this is not the sale of a wholly state owned company but a capital market transaction. Therefore, of course, the corresponding legalities must be observed and a specific procedure is set from the outset.

Isn't there a risk of considerable damage if EU state aid law is violated? Why not re-evaluate HHLA and its rail subsidiary Metrans until there is no longer a risk of EU state aid proceedings having a negative outcome for the transaction?

The transaction was announced last September. Since then, there have been extensive reviews and negotiations. We have submitted documents, reached agreements, heard experts, answered questions, made confidential documents available to the members of parliament and were available to the members of the Hamburg Parliament in the Economic Affairs Committee, the Budget Committee and the Committee for Public Enterprises for extensive consultations. There are also clear statements from renowned experts on the subject of state aid law that confirm our position. We are also not aware that the EU Commission has initiated a formal investigation. I, therefore, do not consider it an unreasonable haste that, after a parliamentary consultation procedure that is unrivalled in its comprehensiveness, a parliamentary decision is pending after almost a year.

What happens now that the Hamburg Parliament has approved the transaction by a majority in the first reading?

Several conditions have to be met before the transaction can be closed, including the second reading in the parliament and the conclusion of the merger control procedure by the EU Commission. As announced in September last year, we expect the transaction to be finalised in the course of this year. Then, the real work will begin, namely the realisation of everything we have planned for HHLA.