What was changed
TUI had said in March 2008 that it would split off Hapag-Lloyd, a fleet of about 130 container ships, to concentrate on tourism, and some of its own shareholders, among them John Fredriksen, pressed it to stop as fuel costs climbed and trade slowed. Singapore's Neptune Orient Lines bid on 26 September 2008, eleven days after Lehman Brothers failed, then announced the bid had lapsed and withdrew on 10 October. TUI shares closed down nearly 9% that Friday at €8.76. Container lines had already scrapped a planned US$150 peak-season surcharge on Asia–Europe boxes for want of demand.
Two days later, on Sunday 12 October 2008, TUI's supervisory board met in Hannover and agreed to sell the shipping unit to a Hamburg investor group at an enterprise value of €4.45bn — the biggest shipping deal since Maersk bought Royal P&O Nedlloyd for €2.3bn in 2005. The vehicle was Albert Ballin Holding GmbH & Co. KG, named after a Hamburg shipowner: the City of Hamburg, Klaus-Michael Kühne, M.M. Warburg, HSH Nordbank and the insurers Signal Iduna and HanseMerkur. TUI would buy back about a third for €700m. Michael Frenzel said selling only two thirds "has made this price possible".
The deal closed on 23 March 2009, six months into the worst freight collapse in living memory. TUI held 43.33% of Albert Ballin and provided an additional liquidity frame; the Hamburg consortium nominated six supervisory board members against TUI's four, with Frenzel staying on as chairman. Warburg's Christian Olearius said the acquisition achieved "our goal of keeping Hapag-Lloyd as an independent shipper based in Hamburg". In Singapore, NOL's shares rose the most in more than a week once its bid failed, ending investor concern that it would have overpaid.
What it achieved
A €4.45bn transaction closed in March 2009 that kept the world's fifth-largest container line independent, headquartered in Hamburg, with a stable shareholder base.
Why it worked
The Singapore bid failed on financing, not on price — NOL's own shares rose when it walked away, which tells you how the market rated the deal it declined.
Selling roughly two thirds let TUI realise €4.45bn in a frozen market while keeping a 43.33% stake in the holding company and a liquidity frame behind the liner.
The consortium pooled an anchor entrepreneur, a city with a maritime interest, a private bank, a regional lender and two insurers — capital that did not depend on syndicated loans.
Keeping jobs and the headquarters in Hamburg gave the bid a sponsor whose motive was not only financial return, which is why a buyer existed at all after Lehman.
Under TUI the line had already reached fifth place in global container shipping, so the asset being preserved was a top-tier franchise, not a distressed one.
What can be applied
When a foreign buyer's financing evaporates, a consortium of an anchor entrepreneur, a city and its own banks can still price an asset — local capital does not need the syndicated loan market.
Aftermath
Hapag-Lloyd emerged from the crisis as an independent Hamburg company with a shareholder structure built to hold: consortium members had a right of first refusal if TUI sold, and TUI's first window to dispose of further shares fell on 1 January 2012. TUI kept its stake in the holding company and the chairmanship of the supervisory board while it wound down its shipping exposure, using part of the proceeds for a special dividend. The alternative had been on the table weeks earlier — a sale to Singapore's Neptune Orient Lines, whose shareholders were relieved the deal lapsed.
FOLLOW THE EVIDENCE
The sources
- TUI sells Hapag-Lloyd unit in 4.45 billion-euro deal mundomaritimo.net
- TUI to sell Hapag-Lloyd shipping unit smh.com.au
- Sale of Hapag-Lloyd AG successfully closed mmwarburg.de