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WFW advises TUI Cruises on US$1.3bn acquisition of Hapag-Lloyd Cruises12 February 2020

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Watson Farley & Williams (“WFW”) has advised TUI Cruises GmbH (“TUI Cruises”) on its acquisition of Hapag-Lloyd Cruises (“HL Cruises”) from TUI AG for US$1.3bn, excluding net debt.

The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in summer 2020. The deal includes the acquisition of HL Cruises’ luxury and expedition fleet, consisting of two five-star plus luxury vessels and three expedition cruise ships, by TUI Cruises. This expands TUI Cruises’ existing fleet to twelve cruise ships, which will enable it to participate in the growth of the cruise industry as the demand for luxury and expedition cruises is expected to increase.

TUI Cruises was established in April 2008 as a joint venture between TUI AG and Royal Caribbean Cruises Ltd. Based in Hamburg, the company combines both expertise in the tourism and cruise industries. HL Cruises, a subsidiary of TUI AG’s cruise business, is the leading company for luxury and expedition cruises in German-speaking countries.

The cross-border WFW team was led by Hamburg Maritime Partner Dr Christian Finnern working closely with Tax Partner Gerrit Bartsch, Corporate Partners Dr Björn-Axel Dißars and Dr Christian Ulrich Wolf as well as Employment Partner Dr Andreas Wiegreffe, with support from Of Counsel Torge Rademacher and Managing Associates Carolin Woggon and Dr Malte von Seht (all Corporate) and Associates Julia König, Dr Frank Wacht, Dr Niklas Wiechmann (all Maritime), as well as Sebastian Olbertz, Muteber Yalcin and Paul Philipp Greef (all Corporate). Associate Verena Weider advised on tax law issues of the transaction and Senior Associate Nora Fleischhauer handled employment law aspects. Frankfurt Partner Dr. Sebastian Wulff advised on debt capital markets issues.

In London, the Finance team was led by Maritime Partner Lucy Shtenko supported by Partner David Osborne, Senior Associate Richard Smith and Associates Konstantina Kyprianidou and Alex Clark all advising on the financial aspects while Partner Robert Platt handled contractual issues and Partner Jeremy Robinson and Associate Pierre Welch assisted on competition law matters.

Christian commented: “We are very pleased to have advised TUI Cruises on this strategically important transaction for the company. The close cooperation with TUI Cruises, together with the cross-border collaboration within the WFW teams, contributed significantly to the success of the transaction. Once again we were able to prove our capability as a market-leading legal adviser on major transactions in the maritime industry”.

Lucy added: “These are exciting times for TUI Cruises and the wider WFW team welcomes the opportunity to continue to closely support the company, across jurisdictions and multiple service areas, as it embarks on the implementation of this cruise business and fleet expansion plan”.

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