4. Acquisitions, disposals, changes to shares in subsidiaries and other changes to the consolidated Group

The business formation agreement and articles of association dated 17 January 2024 saw the foundation of the company heyport GmbH, Hamburg, with HHLA Next GmbH acquiring 80.0 % of the shares in the company. The purpose of the company is to develop and market a solution for scheduling ship calls. Its inclusion in the HHLA group of consolidated companies took place in the first quarter of 2024 as a fully consolidated subsidiary assigned to the Logistics segment.

The business formation agreement and articles of association dated 4 April 2024 saw the foundation of the company passify GmbH, Hamburg, with HHLA Next GmbH acquiring 80.0 % of the shares in the company. The purpose of the company is to develop and market software solutions to support truck processing at the container and hinterland terminals. Its inclusion in the HHLA group of consolidated companies took place in the second quarter of 2024 as a fully consolidated subsidiary assigned to the Logistics segment.

On 12 March 2024, HHLA signed a framework agreement concerning the indirect holding in Roland Spedition GmbH, Schwechat, Austria (RS GmbH). Pursuant to a purchase and assignment agreement dated 6 June 2024, HHLA thus acquired 100 % of shares in Hera Logistics Holding GmbH (Hera GmbH), Schwechat, Austria, which, in turn, holds 51.0 % of shares in the operational company RS GmbH. The main object of the operating company is rail container transport and the transport business in all branches and operating options. The closing of the transaction (corresponding to the acquisition date) was tied to various conditions and took place on 6 June 2024. The first-time consolidation of the company took place on the acquisition date. The company has been assigned to the Intermodal segment. The company was included in HHLA’s group of consolidated companies in the second quarter of 2024.

The agreements also include various options for both the purchaser and the seller, some of which are mutually dependent. Over the medium term, various purchase options are available for Hera GmbH to increase its holding in RS GmbH through the acquisition of shares from former shareholders. Former shareholders also have a put option for their shares in Hera GmbH. As it cannot be ruled out that the former shareholders will exercise their put option, a non-current financial liability was recognised directly in equity at the present value of the exercise price as part of the first-time consolidation.

The following table depicts the consideration transferred for the acquisition of the company as well as the values of the assets identified and liabilities acquired on the date of acquisition based on the acquisition of 100 % of the shares:

The fair values of the acquired assets and assumed liabilities are only determined on a provisional basis as of 30 June 2024. The final measurement has yet to be completed and may lead to changes in the fair values of the assets and liabilities. This would result in a change in goodwill.

The provisionally derived goodwill reflects the opportunities for further expansion and therefore the future development of the company as well as the exploitation of synergies and new entry points for the HHLA Group’s existing intermodal network. The goodwill has been allocated to the Intermodal segment, and specifically to the Roland cash-generating unit. It is not anticipated that a portion of the recorded goodwill will be tax deductible.

The income approach was applied in order to measure the customer relationships acquired.

The value of the acquired trademark rights was derived using comparable licence fees that are standard on the market and annual revenue.

The fair value of trade receivables is collectable in full.

The proportionate net assets of the non-controlling interests recognised in the course of the business combination amounted to € 9,943 thousand based on the acquisition of 51.0 % of the shares. This valuation is based on the same criteria used to value the acquired assets and liabilities.

Between 6 June and 30 June 2024, the acquired business operations contributed to the HHLA Group’s result with revenue of € 5,417 thousand and a profit after tax of € 298 thousand. Had the acquisition taken place on 1 January 2024, consolidated revenue of € 32,500 thousand and consolidated profit of € 1,855 thousand would have been recorded in the consolidated income statement. When calculating these amounts, management has assumed that the adjustments to fair values performed as of the acquisition date would still have remained valid in the event of an acquisition on 1 January 2024.

The transaction costs associated with the acquisition were immaterial.

With the share purchase and transfer agreement dated 25 January 2024, the share held by METRANS a.s. of Prague, Czech Republic, in Adria Rail d.o.o., Rijeka, Croatia, increased from 51.0 % to 100 % because METRANS a.s. acquired the remaining shares from the minority shareholder. In accordance with the entity concept, the purchase price for these shares was taken directly to equity with a corresponding reduction in non-controlling interests.

In the first quarter of 2024, HHLA’s group of consolidated companies was expanded to include METRANS Rail Slovakia s.r.o., with registered offices in Dunajská Streda, Slovakia, which was established in the 2022 financial year and has been assigned to the Intermodal segment.

There were no other significant business combinations, company disposals, changes to shares in subsidiaries or other changes to the consolidated group.