It was during the war and a period of industry downturn that Zim Integrated Shipping Services (NYSE: ZIM) became the hottest commodity on the market. Three different parties attempted an acquisition. However, last week it was announced that German container shipping company Hapag-Lloyd, together with FIMI Opportunity Funds, would acquire ZIM כםר $4.2 billion - a 58% premium oמ the share price at the end of last week. The deal is still subject to regulatory approvals, including that of the State of Israel, which holds a "golden share" in ZIM.
The person considered to be the architect of the deal is Dr. Samer Haj-Yehia, the former chairman of Bank Leumi, who served as an advisor to Hapag-Lloyd for the deal. In an interview with "Globes," Haj-Yehia discusses the difficulties encountered prior to signing, his belief that the deal will be approved, the future of ZIM CEO Eli Glickman, and ZIM employees, as well as the handsome commission he is expected to receive.
It turns out that Hapag-Lloyd approached Haj-Yehia two years ago. "The company had been interested in ZIM for a while. They approached me to help both on the business side and on the regulatory side," he says. Initial negotiations did not mature at the time, but after Idan Ofer's Kenon Holdings sold its remaining shares at ZIM at the end of 2024, "I saw that this was an opportunity to acquire a company without control, and we started the process"
He stresses, "This was even before there were reports about Glickman," that is, even before it became known about a year ago that ZIM CEO Eli Glickman, was interested in acquiring the company. "I recall that at that time Israel was at the height of the war, missiles were falling, there was great uncertainty, but Hapag-Lloyd was determined not only to acquire ZIM, but also to enter Israel as a strategic move, which would be good for both them and the country."
Haj-Yehia says that he wanted to make sure that Hapag-Lloyd was "here to stay" and that the German company was familiar with the security and national challenges. Once he was convinced of this, he continued the process. "As much as it sounded like a very challenging task at first," he says, "we realized that with determination and creativity, it could be done."
This sort of determination was required when the deal was all but signed, but fell apart at the last minute. "We were in very advanced talks with another Israeli company to join the ZIM acquisition, and at the last minute the deal fell through, and everyone went home," Haj-Yehia says.
That company was XT Group, led by Udi Angel, a partner of former ZIM controlling shareholder, billionaire Idan Ofer. At this stage, the ZIM board of directors, headed by Yair Seroussi, decided to proceed with another offer, from Danish shipping giant Maersk. This was after two proposals submitted by CEO Glickman and businessman Rami Ungar were rejected by the board. "The pendulum almost swung the other way. But we were ahead by a wide margin, not only in price, but also in the structure of the deal and the ability to benefit everyone."
Taxed on brokering the deal
According to Haj-Yehia, he dealt with the matter of the acquisition daily, and recently also "every hour and every minute. Up until the last day, they were still calling me to ask if there would be any surprises from the other side," he says.
Indeed, until the last moment, the deal was not guaranteed: "Last Friday, ZIM Chairman Seroussi announced he would not recommend the deal to the board of directors, due to a disparity - as he saw it - in Hapag-Lloyd’s commitment to employees. I spoke with their CEO and recommended that he accept Seroussi's demand as a fair one, even though it was different from his expectation, and so, the crisis was resolved."
According to estimates, Haj-Yehia will receive over $10 million in remuneration for brokering the deal. He does not wish to comment on the amount, but says "I will pay tax on any amount I receive."
He applauds ZIM Chairman Seroussi, (both men are former bank chairmen - Haj-Yehia at Bank Leumi and Seroussi at Bank Hapoalim), who "conducted the negotiations under extraordinary conditions, as one of the challengers was the CEO with a management majority.
"This creates a challenge. How do you manage the company on a day-to-day basis and get information from management? How can you manage due diligence? The very questions themselves can hint your intention to the competing party. It was a difficult challenge and Yair, with his experience, managed the process in a professional and forthright manner, and the result is optimal."
And after all that, is CEO Glickman expected to stay on at ZIM?
"I don't make decisions about Glickman. I have a lot of respect for him, he's a professional and I hope he continues there. Talent is worth keeping."
After Glickman’s offer was rejected, were there any difficulties, emotions that affected things?
Glickman is a man of values, professionalism, and honesty. To his credit, this is a company that went public, went through different ups and downs, and all praise is due to him for how he’s managed the company. Naturally, when there are negotiations with the board of directors, especially in Israel, it can get emotional, but that wasn’t a factor under any circumstances."
Will you join the company yourself?
I haven’t had a chance to think about it. We aren’t yet at that stage."
Last week, fearing for their futures, ZIM workers announced a labor dispute.
"Hapag-Lloyd will guarantee them job security after the deal close. There will be negotiations but that's the plan. Recently, Palo Alto Neworks completed the CyberArk acquisition and fired people on the day they closed the deal - that's not the intention here. No company in a traditional industry can say from Day One, 'We'll keep all employees.' This company has about 850 employees in Israel, of whom about 500 belong to the union. Hapag-Lloyd takes the same approach with everyone.
"I say: Look at the facts. Hapag-Lloyd knows how to do mergers, it retains over 80% of the people from companies it’s acquired, and for me that’s like 100% because there’s always employee turnover. Some of its senior managers come from companies that were acquired."
"FIMI was the tie-breaker"
Haj-Yehia says that FIMI, managed by CEO Ishay Davidi, entered the ZIM acquisition picture only a few weeks ago, and the parties conducted accelerated negotiations that concluded with the deal being signed. "FIMI was the tiebreaker," he puts it. "It's the most successful and professional fund in Israel, it has a track record of complex transactions, they understood that there was a significant time limitation, and knew how to do due diligence, work around the clock and bring about the desired result." This, he notes, is in spite of the fact that ZIM is in a unique sector, one where FIMI has not operated before.
He says that at the beginning, the lawyers told him there was no point in starting a process with FIMI, because it would take months. "I explained the new deal structure I had proposed - and that this was FIMI, which knows how to move quickly in complex transactions, including international ones. So, they decided to give the deal one last chance.
"To FIMI's credit, they focused all their attention on the deal, and hectic negotiations began, under unconventional conditions. This deal, as far as they were concerned, was the most challenging and complex, and it stretched the limits of their ability. It was also true that the two entities were not familiar with one another; They didn't trust each other at first, and they were legally limited in their ability to share materials. I had to step up my creativity in bridging gaps in the negotiations, on a timetable that was unlike any other."
You mediated between the parties and you’re being called ‘The Deal Architect.’ What does that mean in practice?
"In conducting negotiations, each side wants to pull in its own direction, and we need to find a formula that will bridge the gaps. Often in negotiations, a new issue comes up that hadn’t been considered before. The trick is to lay things out at the beginning so as not to waste time and lose trust. One of the things I'm perhaps most proud of is that I was able to earn the trust of all parties, not just Hapag-Lloyd, and everyone felt comfortable consulting with one another, figuring out what would be the best way for all the players, and for the country.
"The success of the negotiations isn’t in the signing of a merger agreement, but in what will happen afterwards; Not in closing the deal, but in its success later on. The players don’t all speak the same language - a German company here, an Israeli private equity fund there - they're all very smart people, but don’t necessarily read all the nuances correctly, and what’s important to one side isn’t always understood by the other. Intention must be made clear and transparent."
Haj-Yehia notes, "From the very beginning, I understood that this was a complex and complicated deal in many aspects, with many challenges. The deal has four sides involved on three continents - ZIM, Hapag-Lloyd, an Israeli entity, and the State of Israel, each of which is motivated by different and opposing forces. These are public companies that are subject to securities law and German, Israeli and US corporate law. Companies must act discreetly. We need to bridge cultural gaps, understand the limitations, and reach across the spectrum of requests. The pace of decision-making is different. This is one of the largest and most complex transactions in recent years for the State of Israel, and failure is not an option."
He adds that "There was fierce competition for ZIM, at a certain point also from [shipping giant] MSC, which has greater decision-making flexibility due to being a private company, with cash and contacts with management." [MSC expressed interest but denies it submitted an offer for ZIM. - S.H.V.].
There was also an activist maneuver by ZIM shareholders, who tried to change the structure of its board of directors, a move that ended in a compromise.
"There was an attempt at a takeover, and Seroussi, in his wisdom, brought in two super-professional directors, former regulators, Yoram Turbowicz and Yair Avidan, who had seen various deals in their lives and were working for the benefit of all ZIM stakeholders. In the end, despite the complexity of the deal, the entire board of directors accepted the proposal unanimously. I think it's good there are shareholders like that, who increase supervision of the board of directors. It could have been a struggle, but gaps were bridged, and the result is optimal."
A strategic agreement providing access to the world
The deal is structured so that Hapag-Lloyd will acquire ZIM, and then spin off a "new ZIM" that will be maintained by FIMI, and will include 16 ships (of which 12 are owned by the company), hundreds of employees, maritime supply routes that connect Israel to the US, Europe, Africa, the Mediterranean and the Black Sea, as well as strategic cooperation with Hapag-Lloyd.
Due to assessments that the deal would have difficulty obtaining the necessary official approvals, Haj-Yehia stresses, "FIMI would not have signed if it wasn’t satisfied that the deal would pass regulatory approval and be successful." The new ZIM, he says, will be, "A clean, new company, but still starting out with equity of about $700 million, zero debt and 16 ships.
"Even if all maritime traffic were closed tomorrow, the company has no debt and would have to work really hard to not make a profit." In his estimation, the new ZIM will have an advantage in terms of scale and size. On one hand, it will focus on niche markets. avoiding exposure to global risks. "El Al doesn’t run any routes between Australia and China. I want a company that will serve the State of Israel and be exposed only to Israel's systemic risks. Why should I deal with global risks?"
On the other hand, the new ZIM will have a strategic agreement with Hapag-Lloyd that will grant worldwide access. Through the Gemini Cooperation - an operational partnership between Hapag-Lloyd and Maersk -- it will also have exposure to Maersk. "ZIM can say, 'I want a slot for a certain place,' and it will get it. In this way, it will have the advantage of Hapag-Lloyd’s economies of scale without being exposed to global uncertainties," says Haj-Yehia. "We love and are proud of ZIM, but today it holds a total of 2% of global maritime traffic. How can we be competitive? It has areas where it is strong, but it is exposed to upheavals."
According to him, the new ZIM and Hapag-Lloyd will compete over prices and thus increase competition. "There is a significant international player here that will make bids to the benefit of the Israeli consumer. It's similar to the media market in Israel, where players can use another player's network and compete over the lowest price."
As for FIMI, "It's an investment fund whose companies have been growing and succeeding for 30 years. It didn't enter a deal to run another company; it has no lack of opportunities. It’s come in to manage a growing company, with a turnover of $500 million already in the first year, that will be a significant player in the Mediterranean basin."
Hapag-Lloyd paid a very high premium for ZIM. Do you think the price is fair?
"It’s a fair price. When you merge two companies, you can leverage each other's capabilities. There are areas where ZIM is stronger, they complement each other in terms of shipping lines. The price is fair and attractive for both parties. Hapag-Lloyd came to Israel to stay. It wants the people. You can purchase ships and compete over shipping lines, but it wants the talent that Israel has."
"The new ZIM will be an amazing company"
Haj-Yehia adds that Hapag-Lloyd is interested in establishing an innovation center in Haifa. "They understand that one of Israel’s advantages is talent in technology, cyber, fintech, and defense for protecting ships. Not only will the ZIM employees benefit, but others will as well."
Do you estimate that all regulatory approvals will be obtained? In Israel, the ZIM golden share is held by the State to protect its interests even in the event of a change in control or ownership, while abroad, regulators supervise competition.
"According to preliminary research, we do not anticipate any challenges globally. Of course, the challenge of the ‘golden share’ is the most significant factor. In my opinion, the deal structure not only solves the problem, but also strengthens the State’s position. For many years, the golden share was not activated - there were times when there was only one ship [owned by the company - S.H.V.].
"ZIM is currently traded in the US with 90% non-Israeli owners. So, there was a possibility of waking up in the morning to discover a hostile state or entity had taken a 24% stake, and added its representatives to the board of directors. By contrast, now there will be a company [the new ZIM]. incorporated in Israel in which all the directors are Israeli, with an Israeli CEO, Israeli managers in every department, and managed by the most successful Israeli fund. It will have financial strength and the State of Israel will also benefit from price competition, and from the innovation center that will be established. Every element will reinforce this situation."
Haj-Yehia notes that on its first day the new ZIM will be valued at about $1.5 billion, similar to ZIM’s valuation at its 2021 IPO, but without debt and with ships under ownership. "With such an unprecedented starting point, FIMI, with its expertise and as it always does, will bring it to sustainable growth and take it public on the Israeli stock exchange," predicts Haj-Yehia. "This company will be amazing. I would invest in it."
Published by Globes, Israel business news - en.globes.co.il - on February 23, 2026.
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