HGK acquires European inland shipping business from Imperial with Heuking

A team led by Dr. Oliver von Rosenberg, Partner at Heuking Kühn Lüer Wojtek’s Cologne office, legally advised Häfen und Güterverkehr Köln AG (HGK) on the acquisition of the European inland shipping business of Imperial Logistics Limited (IPL). The acquisition occurred within the scope of a bidding process. Imperial Logistics International B.V. & Co KG (ILI) had already announced the sale in December 2019. ILI inland shipping business in South America is, however, not subject matter of the contract.

The acquisition is subject to the approval of the IPL shareholders and the antitrust approval of the European Commission. In addition, resolutions by the Cologne City Council, the Rhein-Erft District Council, and the approval of the Cologne District Government are required for the closing of the transaction. Upon closing which is envisaged for June 30, 2020 HGK assumes all existing contractual relationships.

HGK intends to use this strategic investment to expand its inland waterway business unit and to complete the growth segments in chemical and gas shipping. With the acquisition, HGK supplements its operational investment portfolio for logistics and freight transport services relating to rail and waterways. HGK is also expanding its presence at the major seaports along the so-called “ZARA” range (Zeebrugge, Antwerp, Rotterdam, Amsterdam).

The majority of the shares in Häfen und Güterverkehr Köln AG are held by Stadtwerke Köln GmbH, which as a holding company is itself 100% owned by the City of Cologne. The City of Cologne also has a direct shareholding in HGK. A 6.3% stake is owned by the Rhein-Erft district. HGK employs around 550 employees and trainees. HGK Group includes HTAG (Häfen und Transport AG, wholly-owned), neska group (wholly-owned), and the 50% holding RheinCargo. HGK Group operates the largest inland port network in Germany, one of the largest private freight transport railroads, its own route network, locomotives, and workshop operations, as well as various specialized logistics companies.

Imperial is a logistics service provider operating in Africa and Europe. The group, which is listed on the South African stock exchange, employs some 27,000 people in 32 countries. Its main focus is on the Industry Verticals Automotive, Chemicals, Consumer, Healthcare, and Industrial sectors. Imperial ensures its customers’ competitiveness with experience, competence, and individual solutions.

Counsel to Häfen und Güterverkehr Köln AG
Heuking Kühn Lüer Wojtek:
Dr. Oliver von Rosenberg,
Dr. Kerstin Goeck,
Maximilian Spitzhorn-Stork (all Corporate / M&A), all Cologne
Dr. Rainer Velte,
Beatrice Stange (both Antitrust), both Düsseldorf
Fabian G. Gaffron (Tax), Hamburg
Michael Neises (Finance),
Irene Braunagel (both Due Diligence, Finance), both Frankfurt
Judy-Anne Krug (Commercial), Hamburg
Prof. Dr. Martin Reufels,
Kerstin Deiters (both Employment), both Cologne
Kristina Schneider,
Dr. Alexander Jüngst (both Due Diligence, Corporate), both Cologne
Dr. André-M. Szesny,
Anna-Lena Glander (both Compliance), both Düsseldorf
Dr. Lutz Keppeler (Data Protection / IT), Cologne
Dr. Markus Collisy,
Patrick Sahm (both Occupational Safety / Environment / Regulatory), both Frankfurt

In-house
Dr. Dirk Hochstein, Head of Legal, HGK

International Team
NautaDutilh (The Netherlands, Belgium, and Luxemburg)
Joost den Engelsman – Partner (Corporate / M&A)
Elke Janssens – Partner (Corporate / M&A)
Margaretha Wilkenhuysen – Partner (Corporate / M&A)
Joost Kloosterman – Counsel (Corporate / M&A)
Michael van der Sande – Associate (Corporate / M&A)
Jos Somers – Associate (Corporate / M&A)
Florence Vanhulle – Associate (Corporate / M&A)
Marierose Schwarz - Associate (Corporate / M&A)

Wolf Theiss (Austria and Bulgaria)
Sarah Wared – Partner (Corporate, Commercial & M&A)
Richard Clegg – Partner (Corporate, Commercial & M&A)

BMH Avocats (France)
Anja Droege Gagnier – Partner (Corporate / M&A)

Notarization
Dr. Marc Hemanns, Notary, Cologne