Hapag-Lloyd and FIMI Given 30 More Days to Restructure ZIM Deal

Israel has granted Hapag-Lloyd and investment fund FIMI an additional 30 days to revise the structure of their approximately $4.2 billion acquisition of ZIM, after six of the eight government agencies consulted opposed the original proposal. The changes under discussion include lowering the foreign ownership threshold in New ZIM from 24% to 10% and strengthening safeguards for Israel’s strategic maritime transport capacity.

The proposed acquisition of ZIM by Hapag-Lloyd has entered a restructuring phase after facing objections from several Israeli authorities, mainly concerning maritime security, access to international shipping routes and the country’s strategic shipping capacity.

Israel Gives Another 30 Days to Restructure the Transaction

On September 7, 2026, Israel’s Companies Authority granted Hapag-Lloyd and FIMI an additional 30 days to revise the transaction structure, as the Israeli government has yet to issue final approval. According to Calcalist, six of the eight government agencies consulted have opposed the current proposal, including agencies responsible for economic affairs, agriculture and transportation. Israel’s Maritime Authority has also raised concerns that the transaction structure could affect the country’s access to key international shipping routes.

Hapag-Lloyd signed an agreement to acquire ZIM on February 16, 2026, at a cash price of $35 per share. Under the agreement, ZIM will become a wholly owned subsidiary of Hapag-Lloyd once the transaction is completed. ZIM shareholders have approved the deal, but the transaction remains subject to regulatory and other required approvals, including approval by the State of Israel under the Special State Share mechanism.

The additional 30-day period does not mean that Israel has approved the transaction. Instead, it is intended to give Hapag-Lloyd and FIMI time to adjust the deal structure in line with Israel’s requirements before the revised proposal proceeds to the next stage of review.

ZIM continues to target completion of the transaction in the fourth quarter of 2026, although the exact timing will depend on the approval process in Israel and the remaining closing conditions.

How Will New ZIM Be Restructured?

The key element of the revised structure is New ZIM - an Israeli legal entity to be owned by FIMI and established from part of ZIM’s operations and assets that will be separated as part of the transaction.

Under the structure currently under discussion, New ZIM will continue to operate container shipping services with a fleet expected to comprise 16 vessels. FIMI has also committed not to list New ZIM shares on stock exchanges outside Israel. At the same time, the State of Israel will have broader control over the entity and the shipping capacity operated by New ZIM.

Another notable change concerns the foreign ownership threshold. Under the current proposal, the ownership stake that a foreign investor can hold without prior notification to the Israeli government would be reduced from 24% to 10%. The aim is to limit the ability of any foreign investor to exert significant influence over New ZIM.

The parties are also revising the operating plan to strengthen maritime connectivity between Israel and the Far East. New ZIM is expected to increase its container shipping capacity and gain access to Hapag-Lloyd’s global container pool, including reefer containers. The parties have also committed to providing additional resources for Israel’s maritime workforce and training system.

In other words, the proposed changes are not focused solely on ownership. Israel also wants to ensure that, following completion of the transaction, the country retains sufficient maritime transport capacity to access key international routes and meet shipping requirements under exceptional circumstances.

Golden Share Remains the Deal’s Key Legal Hurdle

The key legal basis behind Israel’s requirements is the Special State Share, commonly known as the Golden Share.

The mechanism was established in 2004, when the State of Israel sold its entire stake in ZIM as part of the company’s privatization. The terms of the Special State Share were subsequently amended during ZIM’s restructuring in 2014. The mechanism is intended to ensure that ZIM remains an Israeli company, maintains minimum shipping capacity to serve security and emergency needs, and limits the influence of parties that could harm Israel’s national interests.

Under the current terms, ZIM must be registered and headquartered in Israel, maintain at least 11 vessels capable of operating in service, and comply with certain corporate governance requirements. Any transfer or issuance of shares that results in ownership of 35% or more, or creates control over ZIM, requires the prior written approval of the State of Israel.

In the Hapag-Lloyd transaction, this mechanism is being addressed through the separation of part of ZIM’s operations into New ZIM. Under the agreement between Hapag-Lloyd and FIMI, FIMI will establish New ZIM in Israel, which will receive an eligible fleet and assume the rights and obligations associated with the Special State Share, subject to approval by the State of Israel. Hapag-Lloyd will acquire ZIM under the merger agreement, while New ZIM will remain under FIMI’s ownership and maintain a long-term strategic cooperation relationship with Hapag-Lloyd.

This is precisely what makes the transaction structure complex: Israel is not only assessing who will own ZIM after the transaction, but also who will control the country’s strategic shipping capacity and what mechanisms will ensure that such capacity is not affected by foreign control.

Key Issues to Watch

The main focus in the coming period will be the revised structure that Hapag-Lloyd and FIMI submit to the Israeli government.

Three issues will be particularly important to monitor:

●    The Israeli government’s control over New ZIM, including the proposal to reduce the foreign ownership threshold from 24% to 10%.

●    New ZIM’s operating capacity, including its fleet, service network and connectivity with the Far East.

●    The mechanism for maintaining the obligations under the Special State Share, which remains a key condition for completion of the transaction.

The final outcome will shape New ZIM’s role in Israel’s strategic maritime transport capacity and determine the timeline for completing the transaction. If the revised structure is approved, the deal could move toward its target completion in Q4 2026. If Israel’s requirements are not fully addressed, the timeline could be extended further.

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Source: Phaata.com 

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Reference source: Hapag-Lloyd, ZIM Investor Relations, Calcalist, The Maritime Executive, WorldCargo News, FreightWaves