4. Acquisitions, disposals, changes to shares in subsidiaries and other changes to the consolidated Group
As of 31 March 2025, the company METRANS Rail Netherlands B.V., Rotterdam, Netherlands, established in the 2023 financial year and assigned to the Intermodal segment, was included as a fully consolidated subsidiary in the HHLA group of consolidated companies.
With the share purchase and transfer agreement dated 21 January 2025, HHLA Sky GmbH, Hamburg, acquired a further 67.3 % of the shares in Third Element Aviation GmbH, Bielefeld, which was accounted for using the equity method until 31 December 2024. The closing of the transaction (corresponding to the acquisition date) took place on 21 January 2025. The first-time consolidation of the company took place on the acquisition date. The company continues to be assigned to the Logistics segment. Its inclusion in the HHLA group of consolidated companies as a fully consolidated subsidiary took place in the first quarter of 2025. By contract dated 15 May 2025, the company was merged with HHLA Sky GmbH with retroactive effect as of 1 January 2025. The merger took effect when the acquiring company was entered in the commercial register on 20 June 2025.
The following tables depict 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:
in € thousand |
|
|
|---|---|---|
Base purchase price |
|
372 |
Assumption of negative equity capital 67.32% to shareholders |
|
- 372 |
Transferred consideration |
|
0 |
in € thousand |
|
100 % |
|---|---|---|
Non-current assets |
|
1,319 |
Current assets |
|
493 |
Current and non-current liabilities |
|
- 1,618 |
Deferred taxes |
|
- 224 |
Fair value of assets and liabilities (identifiable net assets) |
|
- 30 |
Plus derived goodwill |
|
30 |
Transferred consideration |
|
0 |
The goodwill derived from the transaction was of immaterial value.
Non-current assets essentially comprise newly measured intangible assets.
The fair value of trade receivables is collectable in full.
From 21 January 2025, the acquired business operations contributed to the HHLA Group’s result with revenue of € 185 thousand and a loss after tax of € 822 thousand.
The transaction costs associated with the acquisition were immaterial.
The business formation agreement and articles of association dated 23 April 2025 saw the foundation of the company hubload GmbH, Hamburg, with HHLA Next GmbH, Hamburg, acquiring 100.0 % of the shares in the company. The company’s purpose is the development, construction and operation of publicly accessible loading infrastructure at logistics locations for battery-powered electric utility and motor vehicles as well as the provision of additional services as part of the electrification of freight transport. Its inclusion in the HHLA group of consolidated companies took place in the second quarter of 2025 as a fully consolidated subsidiary assigned to the Logistics segment.
With the share purchase and transfer agreement dated 19 December 2024, UNIKAI Lagerei- und Speditionsgesellschaft mbH, Hamburg, Hamburg, acquired the remaining 50.0 % of shares in the company ARS-UNIKAI GmbH, Hamburg, which was accounted for using the equity method until 31 December 2024. The closing of the transaction (corresponding to the acquisition date) took effect on 1 January 2025. Due to the minor significance of the company, it was not included as a fully consolidated subsidiary in the HHLA group of consolidated companies. The company is expected to be merged with UNIKAI Lagerei- und Speditionsgesellschaft mbH, Hamburg in the third quarter with retroactive effect as of 1 January 2025.
The company CL EUROPORT s.r.o., Prague, Czech Republic, was merged with its parent company METRANS a.s., Prague, Czech Republic, in the first quarter of 2025.
There were no other significant business combinations, company disposals, changes to shares in subsidiaries or other changes to the consolidated group.