Hapag-Lloyd Aktiengesellschaft (ETR:HLAG) executives outlined a signed merger agreement to acquire Israeli container carrier ZIM in an analyst and investor conference call, describing the strategic rationale, expected synergies, transaction structure, and funding plans. The call featured remarks from CEO Rolf Habben Jansen and CFO Mark Frese, followed by analyst questions.
Deal terms and strategic rationale
Habben Jansen said Hapag-Lloyd signed the merger agreement “yesterday” to buy 100% of ZIM’s shares for $35 per share, representing a total equity consideration of $4.2 billion. He characterized the offer as attractive for ZIM shareholders and said it includes a “significant premium” over the prior Friday’s closing price.
ZIM profile and network fit
Habben Jansen described ZIM as operating “a little bit over 100 ships,” with a modern fleet that includes a meaningful LNG component, and said ZIM has capacity “a bit over 700,000 TEUs” and moves close to 4 million TEUs of cargo. He also noted ZIM employs close to 7,000 people, is publicly listed, is headquartered in Israel, ranks number 10 globally, and has strong positions in selected markets.
On network fit, management said the companies’ trade portfolios are complementary. Habben Jansen highlighted that the combination would improve Hapag-Lloyd’s scale on Transpacific and Atlantic lanes and help in areas where Hapag-Lloyd is smaller, such as Intra-Med. He also pointed to the fleet mix, saying ZIM is strong in mid-size vessel segments, which he described as complementary to Hapag-Lloyd’s existing fleet.
Synergies and integration expectations
Hapag-Lloyd reiterated an expected synergy opportunity “in the range of up to EUR 500 million,” with management indicating the majority would come from network and procurement. Habben Jansen said the company has experience extracting synergies from prior mergers, including CSAV and UASC.
The company provided a rough phasing expectation for synergy realization:
- Year 1: about 65% of targeted synergies
- Year 2: about 90%
- Year 3: 100%
In response to questions about the shipping cycle and rate volatility, Habben Jansen said the company views the transaction on a long-term basis and argued that cost savings improve resilience if market conditions weaken. He added that there are no clauses in the merger agreement allowing Hapag-Lloyd to step away based on changes in market rates.
Golden Share structure and role of FIMI
Frese said the merger will be executed under Israeli law and described the Golden Share held by the Israeli state as a key element shaping the transaction structure. He said the deal is organized into two coordinated streams:
- Hapag-Lloyd will acquire ZIM and integrate the majority of ZIM’s global business into Hapag-Lloyd.
- FIMI Opportunity Funds will establish a new independent Israeli shipping line that assumes the Golden Share obligations.
Frese described FIMI as Israel’s largest private equity firm, founded in 1996 and headquartered in Tel Aviv, managing $9 billion across seven funds with more than 100 investments. He said the “new ZIM” would receive necessary assets and ZIM brand rights to ensure operational independence and meet Golden Share requirements. Frese added that Hapag-Lloyd and FIMI will enter into a slot charter agreement to secure access to Hapag-Lloyd’s global network.
Habben Jansen later confirmed in Q&A that the ZIM brand will go to FIMI and that the remaining business would operate under the Hapag-Lloyd brand.
Financing, approvals, and timeline
Frese said the acquisition will be funded primarily from Hapag-Lloyd’s liquidity reserve, which he put at roughly $7.5 billion, supported by a bridge financing facility of up to $2.5 billion to provide additional flexibility. He said the company expects limited incremental liquidity needs after closing and noted that neither company faces meaningful near-term debt maturities. He also said vessel deliveries scheduled between 2027 and 2029 are “already fully funded and financed long term.”
Management said the merger requires several approvals, including:
- A simple majority of votes cast at a ZIM general meeting
- Consent of Israeli ministers under the Golden Share framework
- Antitrust clearances in relevant jurisdictions
Habben Jansen said the first step is a ZIM extraordinary general meeting expected in mid-March, followed by ministry approvals and antitrust processes in parallel. Executives said they expect the transaction to close in 2026, with Habben Jansen indicating a hoped-for conclusion “in the fourth quarter of this year or somewhere towards the end of 2026.”
On industry conditions, Habben Jansen cited container shipping growth of 6.5% in 2024 and close to 5% in 2025 as stronger than many anticipated, which he said helped absorb projected overcapacity, while acknowledging some quarters could be weaker after a long period of strong markets.
About Hapag-Lloyd Aktiengesellschaft (ETR:HLAG)
Hapag-Lloyd Aktiengesellschaft, together with its subsidiaries, operates as a liner shipping company worldwide. It operates through Liner Shipping; and Terminal & Infrastructure segments. The company's vessel and container fleets are used for dry and special cargo, dangerous goods, and coffee, as well as reefer cargo. It also offers bilateral EDI, a directly connected electronic data interchange; application programming interface (API) developer portal to connect software systems and exchange data; operates portals comprising INTTRA, Infor Nexus, and CargoSmart that manage customer's supply chain data and connect to their carriers through one interface, as well as WAVE BL service for the digital release of original bills of lading; and provides email and security information services.
