CK Hutchison Reaches Agreement with BlackRock to Sell its Ports in Panama for $22.8 Billion

Hong Kong-based conglomerate CK Hutchison Holdings Ltd (HPH) has reached an agreement and defined key terms to sell control of one of its units that operates ports near the Panama Canal. This comes amid tensions between Panama and the United States over claims by President Donald Trump, who has insisted that neutrality treaties have been violated and that he will regain control of the waterway, arguing that China has taken over the waterway. These statements have been denied by the Panamanian government. It was announced that the sale will be for $22.8 billion. It should be remembered that CK Hutchison Holdings Ltd. has managed the ports of Balboa and Cristóbal in Panama under a concession that was first signed in 1997 and which, in 2021, was extended until 2047. In a statement, CK Hutchison Holdings Ltd reported that the BlackRock-TiL consortium will acquire: HPH’s 90% stake in Panama Ports Company (PPC), which owns and operates the ports of Balboa and Cristobal in Panama (the Panama Terminals).

CK Hutchison’s 80% effective and controlling interest in its subsidiaries and associated companies (HPH), which own, operate and develop a total of 43 ports with 199 berths in 23 countries. This includes all management resources, operations, port operating systems, IT and other assets related to the control and operation of those ports (the HPH Ports sale scope). It is made clear that the scope of the sale of the ports does not include any interest in the HPH Trust, which operates ports in Hong Kong, Shenzhen and southern China, or in other ports in China. It was established that the sales perimeter of HPH ports, including the ports of Panama, has been agreed at $22.8 billion. Final documentation for the Panama Ports Company transaction is expected to be signed on or before April 2, 2025. Pending the signing of the definitive documents, CK Hutchison and HPH have agreed to exclusive negotiation and confidentiality arrangements with the BlackRock-TiL consortium , which will have full access to the information to conduct due diligence. It should be noted that the sale of 90% of PPC (ports of Balboa and Cristobal) requires the approval of the Panamanian government before proceeding.

JOINT – ANNOUNCEMENT

BlackRock Inc., Global Infrastructure Partners and Terminal Investment Limited
(the “BlackRock-TiL Consortium”)
and
CK Hutchison Holdings Limited (“CK Hutchison”)

Announcement of “in Principle” Agreements
Regarding Certain Ports
Owned and Operated by Hutchison Port Holdings (“HPH”) (the “Transaction”)

(4 March 2025) The BlackRock-TiL Consortium and CK Hutchison are pleased to announce that they have reached in principle agreements whereby the BlackRock-TiL Consortium will acquire:

HPH’s 90% interests in Panama Ports Company (the “PPC Transaction”), which owns and operates the ports of Balboa and Cristobal in Panama (the “Panama Terminals”); and
CK Hutchison’s 80% effective and controlling interest in subsidiary and associated companies (the “HPH Transaction”) owning, operating and developing a total of 43 ports comprising 199 berths in 23 countries, together with all HPH’s management resources, operations, terminal operating systems, IT and other systems, and other assets appertaining to control and operations of those ports (the “HPH Ports Sale Perimeter”). The HPH Ports Sale Perimeter does not include any interest in the HPH Trust, which operates ports in Hong Kong, Shenzhen and South China, or any other ports in China.

The PPC Transaction will proceed separately on confirmation by the Government of Panama of the proposed terms of the purchase and sale.

Acquisition of the HPH Ports Sale Perimeter will proceed on an expedited basis subject to the BlackRock-TiL Consortium conducting normal and usual confirmatory due diligence, settlement of definitive documentation, receipt of any necessary regulatory approvals, amongst others.

The aggregate Enterprise Value for 100% of HPH Ports Sale Perimeter including the Panama Ports has been agreed at US$22.8 Billion. The allocation of transaction proceeds between the PPC Transaction and the HPH Transaction has also been agreed in principle. Fundamental and Essential Terms of the PPC Transaction and the HPH Transaction have also been agreed in principle, subject to definitive documentation. The PPC Transaction definitive documentation is expected to be signed on or before 2nd April 2025. Pending signature of the definitive documents CK Hutchison and HPH have entered into exclusive negotiation and non-disclosure arrangements with the BlackRock-TiL Consortium which will be given full access to information and documentation for purposes of conducting confirmatory due diligence.

Speaking on behalf of BlackRock, Chairman and Chief Executive Officer Larry Fink said:
“This agreement is a powerful illustration of BlackRock and GIP’s combined platform and our ability to deliver differentiated investments for clients. These world-class ports facilitate global growth. Through our deep connectivity to organizations like Hutchison and MSC/TIL and governments around the world, we are increasingly the first call for partners seeking patient, long-term capital. We are thrilled our clients can participate in this investment.”

Speaking on behalf of Global Infrastructure Partners (GIP), a part of BlackRock, GIP Chairman and Chief Executive Officer Bayo Ogunlesi said:
“We are delighted to partner with Terminal Investment Limited and MSC, with whom we have a longstanding and productive relationship, to make an offer for certain interests in ports owned and operated by Hutchison Ports Holdings. Given GIP’s substantial expertise in owning and operating ports, together with our partners, we can focus on our joint ambition for these assets to continue to be world-class ports operators which are competitive, efficient, commercial and service-focused.”

Speaking on behalf of Terminal Investment Limited (TiL), Chairman of TiL and President of the MSC Group Diego Aponte said:
“Our relationship with Hutchison Ports goes back a long way and is a relationship of mutual respect and friendship. Furthermore, we are very pleased to partner with BlackRock and Global Infrastructure Partners (GIP), with whom we share a longstanding and terrific relationship. We have a very high regard toward the Hutchison Ports management team, and if this transaction closes, we look forward to welcoming them into our larger family. We are very focused on this industry, and we know that the investment in Hutchison Ports will be a very viable investment commercially.”

Speaking on behalf of CK Hutchison, Co-Managing Director Mr. Frank Sixt said:
“This Transaction is the result of a rapid, discrete but competitive process in which numerous bids and expressions of interest were received. As a result, the Transaction valuation agreed in principle is compelling, and the Transaction is clearly in the best interest of our shareholders. After adjusting for minority interests and repayment of certain shareholder loans due from HPH to CK Hutchison, the Transaction would be expected to deliver cash proceeds in excess of US$19 Billion to our Group. I would like to stress that the Transaction is purely commercial in nature and wholly unrelated to recent political news reports concerning the Panama Ports. It must be noted that, however, the Transaction does remain subject to confirmatory due diligence, settlement of definitive documentations, and normal and usual completion procedures, adjustments and conditions as well as compliance by HPH with the rights of minority shareholders under existing shareholders agreements relating to the Sold HPH Interests.

As a result investors should exercise caution in dealing with CK Hutchison shares until the Transaction has closed.

Of course, we will update the market on a continuous disclosure basis of developments regarding this Transaction as they occur.”