Deals/M&A

PwC Legal advises Häfen und Güterverkehr Köln AG (HGK) with the acquisition of the logistics service provider Neska

Frankfurt am Main, October 9th 2015

PwC Legal advised Häfen und Güterverkehr Köln AG (HGK) in the full acquisition of Neska Schiffahrts- und Speditionskontor GmbH. HGK already held 35% of shares in Neska. As part of the transaction, which is still subject to approval by the antitrust authority and the municipal supervisory body, HGK will acquire the missing 65% of the shares from Imperial Logistics International B.V. & Co. KG.

The acquisition also sees Neska’s shares transfer completely to HGK. These include UCT Umschlag Container Terminal GmbH (Dormagen), Duisburg Bulk Terminal GmbH (Duisburg), CTS Container-Terminal GmbH Rhein-See-Land-Service (Cologne), DCH Düsseldorfer Container-Hafen GmbH (Düsseldorf), KCG Knapsack Cargo GmbH (Cologne), TKN Terminal Köln-Nord GmbH (Cologne) and Pohl & Co. GmbH (Hamburg). Within the scope of the two-part acquisition, Neska will take over other subsidiaries from Imperial which are operatively associated with Neska activities. These include, inter alia, RBT Rhein-Ruhr Bulk Terminal GmbH (Duisburg), KCT Krefelder Container Terminal GmbH (Krefeld), Alcotrans Container Line GmbH (Duisburg), Alcotrans Container Line B.V. (Rotterdam) as well as RRT Rhein-Ruhr Terminal Gesellschaft für Container- und Güterumschlag mbH (Duisburg). Furthermore, in the course of the acquisition, Neska will take over two business divisions of Imperial companies in the form of an asset deal.

PwC Legal carried out a comprehensive legal due diligence for the all companies and business units affected by the transaction. Moreover, PwC Legal’s lawyers shaped the structure of the transaction and negotiated the sale purchase agreement for HGK.

PwC Legal’s team worked closely together with the transactions and tax experts of PwC AG WPG, who carried out the financial and tax due diligence review as well as advising with the shaping of the transaction process and the tax-related structuring of the acquisition.

Häfen und Güterverkehr Köln AG (HGK) is a subsidiary of Stadtwerke Köln GmbH. The company operates its own locomotive and railway carriage facility, 240 km of rail networks and 66 rail connections. In 2012, HGK transferred its port logistics, rail freight transport and real estate letting business divisions to RheinCargo GmbH & Co. KG, in which it has a 50% share. HGK also owns Duisburger HTAG Häfen und Transport AG, which specialises in inland waterway logistics.

neska Schiffahrts- und Speditionskontor GmbH (Neska) is headquartered in Cologne and specialises in cargo-handling and storage services along the Rhine rail corridor. The facilities are equipped for value-added services, such as material processing of bulk goods as well as order picking and packaging of general cargo. The container activities are pooled across Europe under the label “neska intermodal”. The company also organises the handling and transport of cargo via ship, rail and lorry. With around 770 employees, Neska generates an annual turnover of more than €200 million.

Imperial Logistics International B.V. & Co. KG is headquartered in Duisburg and is a subsidiary of the South African company Imperial Holdings Limited. It is responsible for all the company’s logistical operations outside of Africa. It offers transportation services via ship and rail as well as services in the area of contract logistics, contract manufacture and storage for trade and industry.

Advisors for Häfen und Güterverkehr Köln AG (HGK):

PwC Legal (Düsseldorf, Cologne):

Dr Robert Manger, Dr Roland Hens (both team lead, Corporate/M&A),
Dr Martin Wittmann (team lead, Legal Due Diligence); Dr Kai Sebastian Staak, Katrin Krawinkel, Anja Raabe, Dr Philipp Derst, Frank-Andreas Tepper-Sawicki (all Corporate/M&A); Arne Ferbeck, Isabella Kothen, Sebastian Kohl (all Labour law); Dr Tobias Gräber, Johannes Droste (both IP/IT); Corinne Malbran, Stefan Schmidt (both Real Estate law); Susanne Wellmann (Environmental law); Hubertus Kleene, Almuth Berger (both Competition law)

PwC AG WPG:

Andreas Koletzko (team lead), Dr Jan-Philipp Sauthoff, Alexander Meinert, Ulrich Lorchheim, Heiko Kobold, Frederic Albrecht (all Transaction Services);

Eike Christian Westermann (team lead), Jörg Bittscheidt, Stefan Maier, Georg Skubella (all Tax)

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