ZIM Integrated Shipping Services Ltd 6-K, filed Mar 19, 2026

ZIM Integrated Shipping Services Ltd. (ZIM)

6-K 2026-03-19 For: 2026-03-19

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Added on April 07, 2026

About this 6-K

ZIM Integrated Shipping Services Ltd filed this 6-K on March 19, 2026.

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	(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Hapag-Lloyd AG, a German stock corporation (Aktiengesellschaft) incorporated under the laws of Germany (“Parent”), and Norazia (Israel) Ltd., a company organized under the laws of the State of Israel and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent (the “Merger”); (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;

	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and board of directors, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

	ZIM INTEGRATED SHIPPING SERVICES LTD.

	By:	/s/ Noam Nativ
		Noam Nativ
		EVP General Counsel and Corporate Secretary

EXHIBIT NO.		DESCRIPTION
99.1		Notice and Proxy Statement, each dated March 19, 2026, in connection with the Meeting

99.2		Proxy card for use in connection with the Meeting

	(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;

	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and board of directors, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

	(1)	The Merger Proposal. To approve, pursuant to the Israeli Companies Law, 5759-1999 (the “Israeli Companies Law”), the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, and the transactions contemplated thereby, including approval of: (a) the merger pursuant to Sections 314 through 327 of the Israeli Companies Law, whereby Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Parent; (b) the consideration to be received by the Company’s shareholders in the merger, other than holders of “Converted Shares” and “Deemed Cancelled Shares” (each as defined in the merger agreement), consisting of the right to receive $35.00 in cash, without interest and less any applicable withholding taxes, per ZIM ordinary share held as of immediately prior to the effective time of the merger; and (c) all other transactions and arrangements contemplated by the merger agreement, upon the terms and subject to the conditions set forth therein;

	(2)	The Retention Bonus Proposals. To approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM), and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and board of directors, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

	ZIM INTEGRATED SHIPPING SERVICES LTD.

	By:	/s/ Yair Seroussi
	Name:	Yair Seroussi
	Title:	Chairman of the ZIM board

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	11
SUMMARY	12
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ZIM SPECIAL GENERAL MEETING	23
RISK FACTORS	34
INFORMATION ABOUT THE PARTIES	39
THE SPECIAL GENERAL MEETING OF ZIM SHAREHOLDERS	40
PROPOSALS SUBMITTED TO ZIM SHAREHOLDERS	45
THE MERGER	48
THE MERGER AGREEMENT	79
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	98
MATERIAL ISRAELI INCOME TAX CONSEQUENCES OF THE MERGER	101
NO APPRAISAL RIGHTS IN THE MERGER	103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ZIM	104
HOUSEHOLDING OF PROXY MATERIALS	105
WHERE YOU CAN FIND MORE INFORMATION	105
MISCELLANEOUS	106
ANNEX A – AGREEMENT AND PLAN OF MERGER	A-1
ANNEX B – COMPENSATION POLICY	B-1
ANNEX C-1 – OPINION OF EVERCORE GROUP L.L.C.	C-1
ANNEX C-2 – OPINION OF BARCLAYS BANK PLC	C-2

	•	Continued director and officer indemnification and liability insurance coverage in accordance with the terms of the merger agreement;

	•	All outstanding ZIM options granted under the ZIM equity plans, and among these the outstanding ZIM options granted to the directors and senior managers, will be cancelled at the effective time of the merger (whether vested or unvested), and the holders of in-the-money options will be entitled to receive the merger consideration net of the applicable per share exercise price, less applicable tax withholdings;

	•	Subject to the approval of the retention bonus proposals, each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, will be entitled to a one time cash retention bonus of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger, or (ii) the lapse of 15 months as of the date of the signing of the merger agreement; and

	•	a proposal to approve a one-time cash retention bonus to each of (a) 13 office holders of ZIM (but excluding the directors of ZIM) and (b) ZIM’s Chief Executive Officer and President, of up to 12 monthly base salaries of such office holder, as shall be determined by ZIM’s compensation committee and the ZIM board, to be paid upon the earlier of (i) the closing of the merger and (ii) the lapse of 15 months as of the date of the signing of the merger agreement (which we refer to as the “retention bonus proposals”); and

	•	a proposal to approve a new compensation policy for directors and office holders, for a period of three years from the date of the ZIM special general meeting (which we refer to as the “compensation policy proposal”).

A:	Each ZIM ordinary share is entitled to one vote upon each matter to be voted on at the ZIM special general meeting. No less than two shareholders present in person or by proxy, or who have sent ZIM a voting instrument indicating the way in which they are voting and holding or representing at least thirty-three and one third percent (33.33%) of the voting rights in ZIM, shall constitute a quorum. If no quorum is present within half an hour from the time appointed for the ZIM special general meeting, the ZIM special general meeting shall stand adjourned until the seventh day following the prescribed date of the ZIM special general meeting, (and if that day falls on a day other than a business day in Israel, on the next succeeding business day), at the same time and place without there being any further notice to that effect, or to such other date, time and place as will be determined by the ZIM board by notice to the shareholders, and at the adjourned meeting, the business for which the original ZIM special general meeting was convened, will be discussed. In the absence of a quorum at such adjourned meeting, a single shareholder at least (without reference to the number of shares that he holds) present personally or by proxy, will constitute a quorum. For additional information, see the section entitled “The Merger Agreement—ZIM Special General Meeting and Board Recommendation.”

Q:	Am I entitled to appraisal rights?

	•	“FOR” the approval of the retention bonus proposals; and

	•	“FOR” the approval of the compensation policy proposal.

Q:	Can I change my vote after I have submitted my proxy?

A:	Yes. You may change your vote or revoke your proxy at any time prior to the vote at the ZIM special general meeting.

	•	With respect to members of senior management, provision of certain severance payments and benefits in the event of their qualifying terminations of employment; and

	•	ZIM is experiencing labor interruptions as a result of disagreements between ZIM management and unionized employees in connection with the merger and the related uncertainty that certain ZIM managers and employees feel with respect to their future roles and long-term relationships with ZIM following the completion of the merger. If such disagreements persist or more disagreements arise and are not resolved in a timely and cost-effective manner, such labor conflicts could have a material adverse effect on ZIM’s business and financial results or upon the ability to consummate the merger. Disputes with ZIM’s unionized employees may result in work stoppage, strikes and time-consuming litigation.

		Q4 2025			2026			2027		2028		2029		2030
Revenue	$	1,491		$	6,689		$	6,930	$	7,644	$	8,236	$	8,401
Adjusted EBITDA (1)		303			1,574			1,871		2,114		2,347		2,369
Levered Free Cash Flow (2)		(238	)		(211	)		304		355		566		595

	(1)	Adjusted EBITDA is a non-IFRS financial measure which we define as net income (loss) adjusted to exclude financial expenses (income), net, income taxes, depreciation and amortization in order to reach EBITDA, and further adjusted, as applicable, to exclude non-cash charter hire expenses, capital gains (losses) beyond the ordinary course of business and expenses related to legal contingencies.
	(2)	Levered Free Cash Flow is calculated as Non-IFRS Adjusted EBITDA, adding the impact of sale of assets, adding in the impact of interest income generated from cash on the balance sheet, subtracting the impact of capital expenditures, subtracting the impact of total debt service inclusive of lease payments, subtracting the impact of cash taxes, and adding or subtracting (as applicable) the impact of changes in net working capital. Calendar year 2030 assumes a long-term effective non-IFRS cash tax rate of 23%, as provided by management of ZIM.

Company	TEV / 2025E EBITDA	TEV / 2026E EBITDA	P / BV
A.P. Møller - Mærsk A/S	3.3x	5.5x	0.64x
Hapag-Lloyd	6.8x	8.4x	1.19x
Evergreen Marine Corp Taiwan Ltd	3.1x	4.2x	0.75x
Orient Overseas (International) Limited	2.6x	N/A	0.86x
Wan Hai Lines Ltd	2.2x	2.2x	0.82x
Yang Ming Marine Transport Corp	(0.6x)	(0.6x)	0.58x

Month and Year Announced	Acquiror	Target	P / BV
July 2017	China COSCO Shipping Corporation Limited / Shanghai International Port Group	Orient Overseas (International) Limited	1.37x
July 2016	Hapag-Lloyd	United Arab Shipping Co.	0.47x
December 2015	China COSCO Shipping Corporation Limited	China Shipping Group	1.50x
December 2015	CMA CGM Group	Neptune Orient Lines Limited	0.96x
April 2014	Hapag-Lloyd	Compañía Sud Americana de Vapores	2.18x

Benchmark	P / BV
P / BV (All selected transactions)	1.30x
P / BV (selected transactions where the consideration was all cash)	1.28x

Consideration Type	1 Day Prior	1 Week Prior	1 Month prior
All Transactions
Median	28.4%	31.7%	34.7%
75^th percentile	53.3%	49.8%	58.7%
Mean	36.9%	39.1%	43.9%
25^th percentile	13.9%	17.8%	22.2%
All Cash Transactions
Median	31.9%	34.6%	41.6%
75^th percentile	54.0%	55.7%	61.7%
Mean	40.1%	42.7%	48.9%
25^th percentile	20.1%	20.2%	26.8%

Company	P / BV	EV / IC	EV / 2026E EBITDA
A.P. Møller - Mærsk A/S	0.7x	0.6x	5.5x
Hapag-Lloyd	1.2x	1.1x	10.0x
China COSCO Shipping Corporation Limited	0.8x	0.3x	1.6x
Evergreen Marine Corp Taiwan Ltd	0.8x	0.7x	4.6x
HMM Co Ltd	0.8x	0.8x	11.8x
Wan Hai Lines Ltd	0.8x	0.8x	3.2x
Yang Ming Marine Transport Corp	0.6x	0.3x	2.1x

	Assumed Multiple Range	Implied Equity Value per Share of ZIM ordinary shares
P / BV	0.7x – 0.9x	$22.81 – $27.84
EV / IC	0.6x – 0.8x	$11.90 – $19.48
EV / 2026E EBITDA	4.1x – 5.1x	$32.10 – $44.01

	•	Officer Certificate —The receipt by Parent of a certificate, dated as of the closing date, signed by the chief executive officer or chief financial officer of ZIM, certifying that the conditions set forth in the three bullet points immediately above have been satisfied; and

	•	No Government Proceedings — There not being any pending proceeding by any governmental entity of competent jurisdiction that would reasonably be expected to result in an order, injunction, decree, judgment or ruling imposing a burdensome condition and no governmental entity of competent jurisdiction having conditioned its approval or lack of objection to the consummation of the transactions on the undertaking of, or having issued or granted any order, injunction, decree, judgment or ruling imposing, a burdensome condition.

	•	a governmental entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree, judgment or ruling permanently imposing a burdensome condition (provided that Parent will have used its reasonable best efforts to remove such legal restraints and prevent the imposition of such burdensome condition); or

	•	at any time before the closing, ZIM has breached, failed to perform or violated its obligations, covenants or agreements under the merger agreement, or any of the representations and warranties of ZIM in the merger agreement have been breached or become inaccurate, in either case in a manner that the closing conditions relating to ZIM’s representations and warranties, performance of obligations, or absence of a company material adverse effect could not be satisfied as of the closing date, and such breach has not been cured within 60 days after written notice (provided that Parent will not have the right to terminate if Parent is then in material breach of any of its representations, warranties, covenants or agreements).

	•	Parent will use its reasonable best efforts, and will cause ZIM and its subsidiaries to use their reasonable best efforts, to cause each continuing employee to be immediately eligible to participate, without any waiting time, in any and all new plans providing health or welfare benefits; and

	•	for purposes of each new plan providing health or welfare benefits to any continuing employee during the plan year in which the closing date occurs, Parent will use its reasonable best efforts, and will cause ZIM and its subsidiaries to use their reasonable best efforts, to cause (x) all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such continuing employee and his or her covered dependents and (y) any eligible expenses incurred by any continuing employee and his or her covered dependents during the portion of the plan year during which the closing date occurs to be taken into account under such new plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan.

	Shares Beneficially Owned
Principal Shareholders	Number		Percentage		Number		% percentage
State of Israel⁽¹⁾		-		-		1		100	%
Senior Management and Directors						-		-
Yair Seroussi		*		*		-		-
Anita Odedra		-		-		-		-
Birger Johannes Meyer-Gloeckner		*		*		-		-
Liat Tennenholtz		-		-		-		-
Nir Epstein		*		*		-		-
Ran Gritzerstein		*		*		-		-
Ron Hadassi		*		*		-		-
William (Bill) Shaul		*		*		-		-
Yair Avidan		-		-		-		-
Yoram Turbowicz		-		-		-		-
Eli Glickman		*		*		-		-
David Arbel		-		-		-		-
Saar Dotan		*		*		-		-
Xavier Destriau		*		*		-		-
Noam Nativ		*		*		-		-
Nissim Yochai		*		*		-		-
Hani Kalinski		*		*		-		-
Assaf Tiran		*		*		-		-
Eyal Ben-Amram		*		*		-		-
Arik Elimelech		*		*		-		-
Abdallah Metanes		*		*		-		-
All senior management and directors as a group (21 persons)		*		*		-		-

*	Less than 1%
(1)	For a description of the different voting rights held by the holder of the Special State Share, see “The State Share Approval” on page 75.

Article I THE MERGER	2
Section 1.1. The Merger	2
Section 1.2. Effect of the Merger	2
Section 1.3. The Closing	3
Section 1.4. Effective Time	3
Article II TREATMENT OF SECURITIES	3
Section 2.1. Treatment of Capital Stock	3
Section 2.2. Payment for Securities; Surrender of Certificates	4
Section 2.3. Treatment of Company Options	7
Section 2.4. Withholding	8
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY	9
Section 3.1. Qualification, Organization, Subsidiaries, etc.	9
Section 3.2. Capitalization	10
Section 3.3. Corporate Authority	11
Section 3.4. Governmental Consents; No Violation	12
Section 3.5. Securities Filings and Financial Statements	13
Section 3.6. Internal Controls and Procedures	14
Section 3.7. No Undisclosed Liabilities	14
Section 3.8. Absence of Certain Changes or Events	15
Section 3.9. Compliance with Law; Permits	15
Section 3.10. Employee Benefit Plans	17
Section 3.11. Labor Matters	19
Section 3.12. Tax Matters	20
Section 3.13. Litigation; Orders	20
Section 3.14. Intellectual Property	21
Section 3.15. Privacy and Data Protection	23
Section 3.16. Real Property	23
Section 3.17. Material Contracts	24
Section 3.18. Environmental Matters	26
Section 3.19. Insurance	27
Section 3.20. Opinion of Financial Advisors	27
Section 3.21. Anti-Takeover Laws	27
Section 3.22. Finders and Brokers	28
Section 3.23. Affiliate Transactions	28
Section 3.24. Minimal Fleet	28
Section 3.25. Company Vessels; Maritime Matters.	28
Section 3.26. No Other Representations	29

Article IV REPRESENTATIONS AND WARRANTIES OF Parent and Merger Sub	29
Section 4.1. Qualification, Organization, etc.	29
Section 4.2. Authority	30
Section 4.3. Governmental Consents; No Violation	30
Section 4.4. Compliance with Law	31
Section 4.5. Litigation; Orders	31
Section 4.6. Sufficient Funds	31
Section 4.7. Finders and Brokers	31
Section 4.8. Share Ownership	31
Section 4.9. Information Supplied	32
Section 4.10. Merger Sub	32
Section 4.11. Solvency	32
Section 4.12. No Other Representations	33
Article V COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER	33
Section 5.1. Conduct of Business by the Company Pending the Closing	33
Section 5.2. Conduct of Business by Parent and Merger Sub Pending the Closing	37
Section 5.3. No Control	37
Section 5.4. Clear Market	37
Section 5.5. No Solicitation by the Company	38
Section 5.6. Preparation of the Proxy Statement; Company Shareholders Meeting	41
Section 5.7. Merger Proposal; Certificate of Merger.	42
Section 5.8. Merger Sub Shareholder Approval	44
Section 5.9. Monitoring.	44
Article VI ADDITIONAL AGREEMENTS	45
Section 6.1. Access; Confidentiality	45
Section 6.2. Special State Share	45
Section 6.3. Efforts to Consummate	46
Section 6.4. Publicity	51
Section 6.5. D&O Insurance and Indemnification	52
Section 6.6. Takeover Statutes	53
Section 6.7. Obligations of Merger Sub	54
Section 6.8. Employee Matters	54
Section 6.9. Transaction Litigation	57
Section 6.10. Delisting	57
Section 6.11. Director Resignations	57
Section 6.12. Tax Rulings	57
Section 6.13. Transfer Taxes	59
Section 6.14. Payoff Letters	59

Article VII CONDITIONS TO CONSUMMATION OF THE MERGER	59
Section 7.1. Conditions to Each Party’s Obligations to Effect the Merger	59
Section 7.2. Conditions to Obligations of Parent and Merger Sub	60
Section 7.3. Conditions to Obligations of the Company	61
Article VIII TERMINATION	62
Section 8.1. Termination	62
Section 8.2. Effect of Termination	64
Article IX MISCELLANEOUS	67
Section 9.1. Amendment and Modification; Waiver	67
Section 9.2. NonSurvival of Representations and Warranties	68
Section 9.3. Expenses	68
Section 9.4. Notices	68
Section 9.5. Interpretation	70
Section 9.6. Counterparts	71
Section 9.7. Entire Agreement; ThirdParty Beneficiaries	71
Section 9.8. Severability	72
Section 9.9. Governing Law; Dispute Resolution	72
Section 9.10. Assignment	73
Section 9.11. Enforcement; Remedies	73
ANNEX A CERTAIN DEFINITIONS	A-1

25.	This Policy shall be governed by the laws of the State of Israel, excluding its conflict of law rules, except with respect to matters that are subject to tax or labor laws in any specific jurisdiction, which shall be governed by the respective applicable law of such jurisdiction.
26.	This Policy shall be binding and enforceable against all directors and Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.

1 Churchill Place Canary Wharf London E14 5HP United Kingdom
	Tel : +44 (0)20-7116-1000 www.barclays.com

	Dated: ___________, 2026
	(Signature of Shareholder)
	(Signature of Shareholder)
	Please sign exactly as your name(s) appear(s) on your share certificate. If signing as attorney, executor, administrator, trustee or guardian, please indicate the capacity in which signing. When signing as joint tenants, all parties to the joint tenancy must sign. When the proxy is given by a corporation, it should provide the full name of the corporation and the title of the authorized officer signing.