A group of ZIM shareholders representing more than 10% of the carrier's shares is demanding that any materially revised transaction with Hapag-Lloyd and FIMI be put to a shareholder vote, adding a fresh hurdle to the proposed US$4.2 billion deal.

The group has sent a letter to ZIM's board arguing that approval of a substantially revised transaction by the board alone would not be sufficient, Israeli financial newspaper Calcalist reported.

The intervention lands at a delicate moment. Israel's Government Companies Authority has concluded its review of the original transaction structure and has indicated that any new proposal would trigger a fresh regulatory process. ZIM has already disclosed that Hapag-Lloyd intends to submit a revised proposal and seek approval from the Israeli state once again.

Dispute over corporate approvals

At the heart of the shareholders' argument is the Authority's language on approval by ZIM's "competent bodies." The group contends this phrase means a materially revised transaction should be presented not only to the board but also to the company's general meeting.

"Given that ZIM has raised the possibility of submitting a new or updated deal structure that differs materially from the original, the Authority requires that any such structure be subject to approval by ZIM's competent bodies," the shareholder group wrote, according to Calcalist.

The demand does not establish that a new shareholder vote is legally required. What it does is open a dispute over which corporate approvals would be necessary if Hapag-Lloyd and FIMI come back with a substantially different structure.

The shareholders also pressed ZIM's board to pursue the highest possible value for investors as the parties work through a revised structure.

A second approval round for an already-approved deal

The original transaction cleared its shareholder vote earlier this year. Since then, Hapag-Lloyd and FIMI have been reworking the deal to address concerns raised by Israeli government bodies over the proposed acquisition.

The Authority's decision to close its review of the original structure means any new version of the deal must return to the Israeli regulatory process from the start. The shareholder intervention now raises a separate and additional question: whether a materially revised proposal would also require another vote by ZIM's investors.

For Hapag-Lloyd, that prospect translates into a longer and less certain timeline. Each additional approval layer — regulatory review, board sign-off, and potentially a general meeting — extends the period before the German carrier can consolidate its position in ZIM and integrate the Israeli line's network into its own operations.

For ZIM's management, the calculus is equally tight. The board must balance the shareholders' push for maximum value against the risk that protracted negotiations and repeated approval rounds erode deal momentum altogether.

Forwarders and shippers with exposure to ZIM's services face their own version of that uncertainty. A prolonged approval fight leaves strategic questions — vessel deployment, network commitments and long-term capacity planning — hanging while the carriers' respective trade lane strategies remain unresolved.

What comes next

Hapag-Lloyd and FIMI must now finalise their revised structure, resubmit it to the Israeli state, and potentially defend it before ZIM's shareholder base as well. The shareholder group's letter does not block the process, but it raises the political and legal stakes for every party involved.

Whether the revised proposal can clear both the Israeli regulatory process and, if required, a second shareholder vote will determine if the US$4.2 billion transaction finally closes — or unravels under the weight of its approval requirements.