The End of an Era in Dutch Shipping – P&O Nedlloyd

THE END OF AN ERA IN DUTCH SHIPPING – P&O NEDLLOYD

It is probably a perfect illustration of the way most people view the world of international liner shipping that the beginning of the end for the last of the major Dutch cargo liner operators was when they started to make respectable profits. In most global businesses this would be a sign of strength and stability, and even in the mysterious world of international shipping it would generally be seen as an opportunity for consolidation, securing assets and market shares and preparing the corporation for the cyclical downturn which inevitably follows a world trade boom. Put away the acorns for the cold long winter! Something fundamental had changed, however, in the global shipping business and it had a staggering impact on an industry which, compared with most other global industries, had precious little experience in dealing with international stock exchanges. Historically, international shipping lines have been either government-funded or government-supported, if not in cash through ownership or tax subsidies, then in protection of cargo-carrying rights or protection from anti-price-fixing legislation. Shipping lines were seen by governments worldwide in much the same light as airlines were viewed - as extensions of a country's international visibility and influence. Their presence on the oceans of the world was to be supported and nurtured in the national interest. Also the vast majority were privately owned corporations and in this respect noticeable differences would occur, with far-reaching consequences for the industry.

Consolidation began to loom large on the horizons of international carriers in the latter stages of the 20th century. The mega-carriers were recording annual profits nudging a billion dollars and it was clear that if the next generation of carriers was to compete in the longer term with these shipping giants, there needed to be fewer but more efficient and profitable global carriers. Increasing costs; fluctuating volumes; demand for more shore- based logistics capacity to complement sea-freight; and the high cost of investment in larger and more sophisticated tonnage were all beginning to affect the bottom lines of the carriers. It was common sense and inevitable that carriers from different continents should investigate closer forms of cooperation than the liner conferences and vessel-sharing agreements which had operated so successfully for so long. Here the real obstacles arose. The advantages of pooling assets and costs had long been identified and developed in liner shipping around the world but it was becoming clear that these strategies alone were not the solution to the problems. Everyone was happy to share information about costs but nobody was prepared to share information on revenue. Trust was never inherent in any international liner shipping boardroom I visited in my 40 years in this business.

Eventually the economic rationalists got their message through: long term survival, let alone financial growth, would only occur if there was true consolidation. Great idea! 2

The top ten international liner companies represented ten different nationalities. Imagine if you can, some of the possibilities, keeping in mind the attraction to governments of a nationally flagged commercial maritime industry operating around the world. Number-three global carrier might be British and might have a strong presence in Europe, South America and North Asia. They are based in London. They could well be attracted to the number-seven ranked carrier who might be Taiwanese; or they might see real possibilities in a merger or even a joint venture with the number-four ranked carrier who could be Singaporean. Would any of those strongly nationalistic governments really agree to forgo the presence of their commercial cargo fleet around the world in the interests of lining the pockets of a couple of foreign (or even local) corporations? Where is the incentive? But let's assume that these political differences can be overcome by a few governments who are forward thinking and commercial. They say to these local liner carriers: 'go ahead and look at a merger in the interests of long-term international trading stability'. So they do. But does the management team based in London really want to lose a few thousand local jobs to Taiwan or Singapore? Do managements in Taiwan or Singapore want to lose their corporate identity or national flag? Will the new company be managed according to Western or Eastern business philosophies? Will the social or cultural norms applying in the Asian offices be acceptable in the European offices of the new company (and vice versa)? What's happening here is that even if all the political goodwill in the world were brought to bear, the number of possibilities continues to diminish because of cultural differences (conflicting ideas of what is 'normal' and valued) and differences in human behaviour - the ways people relate to each other in their everyday lives and workplaces. These all come into play in some shape or form in every business. Examples of acquisitions and mergers between Asian and European corporations include, in shipping, the acquisition by Evergreen of Taiwan of Lloyd Triestino of Italy. But it is indisputable that there are bigger obstacles involved in such a union than in many other alternatives. So you might think there's a better chance of real consolidation from two corporations with a closer sense of national identity, for example two European carriers. Let's be daring enough to say two great European maritime nations with thousands of years of maritime heritage between them - two great political democracies, two mid-ranked global liner carriers looking for the right opportunity to combine their advantages and assets and bring together thousands of innovative and experienced people to create a hugely successful multinational carrier commanding global carrier ranking (based on container capacity) of number two or three. Indeed this is just the scenario in which two relatively successful organisations found themselves, in the European autumn of 1997. Nedlloyd Lines of the Netherlands and P&O Containers of the United Kingdom reached an agreement through which they would become equal partners and owners in a new carrier named P&O Nedlloyd (PONL), at the time the second largest international container carrier in the world.

The new company would have two head offices, in London and Rotterdam. It would have a board with an equal number of directors from both sides and an external chair. It would have more than 120 vessels with a combined container capacity of more than three million 3

TEUS, an enviable customer base and a business philosophy focused on giving customers the best possible service. Both partners shared this philosophy and had built successful businesses going back hundreds of years, so there was much cause for optimism. This new Anglo-Dutch conglomerate was to become the wonder of the international shipping community. Progress mostly follows initiative and consensus; unfortunately for PONL neither of these qualities was in great supply from either partner. Management by committee; an absence of clear policy; a lack of decision-making; inability to create a single corporate culture all combined to create a situation where, after five stagnant years, in 2002 the company reported a loss in excess of US$200 million. Most people don't know that around that time considerable doubt surrounded the future viability of P&O Nedlloyd, with strong support from within the company at senior levels to cut the losses and wind up the company. When the company was first established both partners declared their intention to reduce their financial holding in the organisation in the mid to long term, through either sale to external parties or a share offer. It was recognised that the new corporation would have the greatest chance of survival if it were to stand alone, unshackled by the restrictions arising from being run by two equal shareholders. However, as with many important issues in the company in those formative years, politics got in the way; nothing happened because no agreement could be reached on what was required or how to achieve it. In 2003 there was a noticeable change in attitude. The international market was indicating two to three years ahead of profit and growth: if PONL was ever to act it needed to be now. An external CEO was brought in. He was experienced in preparing private organisations for public share offering and had been given a mandate to create a single corporate identity and culture in PONL, to benefit all stakeholders - shareholders, staff, customers and business partners. His name was Philip Green and by any measure he was supremely successful in achieving his goals. A new optimism swept through the organisation worldwide, with talk of a modest profit in 2003 to wipe out the disastrous loss of the previous year. The elation culminated in April 2004 in one of the largest, most successful floats of a major business ever seen in Europe. Clear goals - not easy ones, but fervently desired - were flowing through the company from the top. In 2004, P&O Nedlloyd announced a profit of more than US$400 million in its first year as a public company. Former corporate practices were not allowed to stand in the way of progress. Good corporate governance as required under law was now the norm, replacing the outdated procedures of a manual written in 1924. Shareholders' rights became paramount, the company's goals more focused on profit, the needs of the customers still met and acknowledged but no more fundamental to the company's success than the continued profitability of PONL itself.

By early 2005 however it was obvious that PONL had become a victim of its own success. In February that year it was announced that AP Moller-Maersk of Denmark would make an offer for all PONL shares at €57 a share. When the company floated in 2004 the price was €10 a share. Under European Union law, to protect the rights of ordinary shareholders against unlawful rejection of offers to purchase, all public liability company boards have an 4

obligation to satisfy themselves that any offer to purchase is full, fair and unconditional. If that is proven to be so, the board must by law recommend its acceptance to shareholders - no ifs, buts or wherefores. The board of P&O Nedlloyd found itself in that very situation. In August 2005 full control and ownership of P&O Nedlloyd passed to A-P Moller-Maersk and this short-lived but spectacular corporate rebirth was extinguished. It wasn't what the management or staff of PONL wanted; or what the majority of PONL customers around the world desired; and it clearly wasn't what international 'pro-competition' legislators had wanted, but at the end of the day it was what the free market determined. When PONL was floated, like any public company it was immediately for sale. The only issue to be determined was the price at which the shareholders would feel they were getting a good deal. Since then, there have been two other significant buy-outs of landmark container carriers affecting Australia. The Canadian publicly listed shipping line CP Ships has been acquired by Hapag Lloyd of Germany and a large part of the Russian-owned Far Eastern Shipping Company has been acquired by Hamburg Sud, also of Germany. I would suggest that P&O Nedlloyd, the largest and best-known of the Dutch liner shipping companies, started to die on the day it became a public company. Ironically, if it had not been floated, P&O Nedlloyd would probably never have been successful or profitable enough to become an acquisition target, but would have died anyway from its own inertia. As one of those who were along on this ride, I guess I'd have to say that it's better to have floated and lost than never to have floated at all.

Bob Kemp Sydney January 2007

Profile: Bob Kemp has worked in the shipping industry for the past 40 years with companies in Hong Kong, China and Australia. His first connection with the Dutch shipping industry was in 1972, when he started work for Royal Interocean Lines and Nedlloyd, staying until he left to start his own freight forwarding business in 1987. When P&O Containers merged with Nedlloyd Lines in 1997, Bob Kemp was once again working with a major Dutch global liner operator. He was appointed Australian CEO of P&O Nedlloyd in 1998 and held this position until February 2006 when the company was taken over by the Danish A-P Moller-Maersk Group. Bob is currently CEO of Total Maritime Logistics, a non-vessel-operating container carrier company operated solely by ex- P&O Nedlloyd managers and staff from around Australia who continue to maintain long-standing business relationships with key exporters and importers. Source: “Dutch Connections – 400 years of Australian-Dutch maritime links 1606-2006” – Australian National maritime Museum 2006.