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P&O
Princess Cruises plc. Rejection of pre-conditional offer from Carnival
On 30 January 2002 Carnival
Corporation ("Carnival") revised its pre-conditional offer
to acquire P&O Princess Cruises plc ("P&O
Princess"). Carnival announced that it would, subject to the
satisfaction of its regulatory pre-condition, make an offer to acquire
P&O Princess. That offer currently values P&O Princess at 509
pence per share (based on Carnival's closing share price on 1 February
2002 of US$26.88 and a US$/UK£ exchange rate of 1.4162).
The Board of P&O
Princess (the "Board") has now had the opportunity to review
Carnival's latest offer in detail with its advisers and has concluded
that the revised offer is not as favourable financially to P&O
Princess shareholders ("Shareholders") and is less likely to
be completed than the transaction with Royal Caribbean Cruises Ltd.
("Royal Caribbean"). Further details of the Board's
considerations are set out below.
The Board therefore
continues to recommend that Shareholders vote in favour of the
proposed combination with Royal Caribbean (the
"Combination") at the Extraordinary General Meeting (the
"EGM") on 14 February 2002 and vote against any proposal to
adjourn the EGM.
Value
In its announcement on 30
January 2002, Carnival stated that its latest offer was equivalent in
value to the proposal it made on 17 January 2002, which the Board had
already determined was not as favourable financially to Shareholders
as the Combination.
In its revised offer,
Carnival has changed the proposed consideration from a part-share and
part-cash proposal to an all share proposal. It should be noted that
Carnival shares are not included in the FTSE UK indices. Unless
Shareholders are willing and able to retain Carnival shares, they
would, in effect, be cashing out and would not be able to participate
either in the value creation potential of P&O Princess, or that of
the Combination. They would also not be participating in the near-term
recovery, or any future growth and global diversification of the
cruise sector of the vacation market. Furthermore, the impact of
flowback on Carnival's share price at the time of completion might
result in Shareholders being unable to realise the full value of
Carnival's offer.
Additionally, the Board
continues to believe that the price offered by Carnival does not
fairly reward Shareholders for the value that would be created for
Carnival and its shareholders from the integration of P&O Princess
into Carnival.
In consultation with its
financial advisers, and after taking into account all the
above-mentioned factors, the Board has concluded that the revised
takeover proposal from Carnival is not as favourable to Shareholders
from a financial point of view as the Combination.
Deliverability
The Board recognises that
Carnival has reduced the pre-conditionality of its takeover proposal
and notes that under the terms of the Takeover Code it is in effect
committed to proceed with its offer in the event that its anti-trust
pre-condition is satisfied. The Board together with its advisers has
also reviewed the conditions to Carnival's offer in the light of all
information available to it. Apart from anti-trust issues, the Board
does not see any reason why those conditions relating to P&O
Princess should not be capable of satisfaction.
However, the Board remains
concerned as to the motivation of Carnival. Carnival may be
indifferent between acquiring P&O Princess and breaking up the
Combination, given that both outcomes would result in Carnival
preserving its position as the world's largest cruise ship operator
and its leadership position in both the United States and Europe.
Accordingly, the Board is
concerned that Carnival's regulatory pre-condition continues to
require satisfaction "in terms satisfactory to Carnival".
This still gives Carnival wide discretion as to whether or not to make
an offer. As currently proposed, Carnival could withdraw for as simple
a reason as the European Commission undertaking a stage II examination
of the takeover. There is no evidence of any commitment on Carnival's
part to resolve any issues that may be raised by the European
Commission or the US Federal Trade Commission.
Regulatory issues
The Board considers that it
is inappropriate to respond to the various detailed contentions made
by Carnival asserting that there is no material difference between the
regulatory positions of the two proposals. The fact is that the
various regulatory bodies will be undertaking a lengthy assessment of
all the competition issues that they deem may be relevant to both
transactions. Speculating about what those issues may be and providing
a superficial summary of those deliberations is both inappropriate and
unhelpful.
The Board continues to
believe that there is a material difference between the relevant
substantive facts of the two proposals from an anti-trust perspective.
The Board considers and has been advised by its legal advisors and
economists, that a combination with Carnival, the world's leading
cruise operator and the leader in both the United States and Europe,
is likely to create materially more significant regulatory issues and
risks than the Combination, particularly if Carnival chooses not to
work with the various regulators to overcome and resolve any
conditions or issues that may arise.
The Board has therefore
concluded that the revised Carnival proposal, despite the reductions
to its pre-conditionality, has significant completion risk and is less
likely to be delivered than the transaction with Royal Caribbean.
Adjournment of the
Extraordinary General Meeting
The Board has noted the
speculation regarding the consequences of Shareholders proposing and
voting in favour of adjournment of the EGM to be held on February 14.
The Board would like to clarify its position on this issue.
After consulting with its
legal advisers and reviewing the background facts, P&O Princess
believes that the proposal and approval by its Shareholders of a
resolution to adjourn the EGM should not give Royal Caribbean the
right to terminate the implementation agreement with P&O Princess
that provides for the Combination (the "Implementation
Agreement"), although there is a risk that Royal Caribbean could
take a different view.
Given the background and
current circumstances, Royal Caribbean could reasonably be expected to
object to an adjournment of the EGM and, if it occurs, to explore all
possible avenues for terminating the Implementation Agreement. As a
practical matter, this could threaten the ultimate success of the
Combination.
The Board will shortly be
writing to Shareholders to recommend that Shareholders should vote in
favour of the resolution to approve the Combination at the EGM, and
also recommends that Shareholders should vote against any resolution
that may be proposed to adjourn the EGM.
Combination with Royal
Caribbean
The Board believes it is
important that Shareholders not lose sight of the benefits of the
Combination when considering the appropriate course of action.
The Combination will create
a global cruise line of approximately the same size as Carnival. It
will have the brands, assets, global reach and cost cutting potential
to be a formidable competitor to Carnival. Through a combination of
improving operating margins and increasing the rating of its shares,
the Combination has the potential to accelerate value creation for
Shareholders. The Combination will enable Shareholders to participate
in the upside potential of both the Combination and the cruise sector
of the global vacation market.
Through the dual listed
structure, P&O Princess shares will remain in the FTSE All Share
Index, allowing all P&O Princess shareholders to retain their
shares following completion of the Combination.
P&O Princess also has a
committed partner, a signed contract and the irrevocable commitment of
Royal Caribbean's major shareholders to vote in favour of the
transaction at their EGM, which is also to be held on February 14.
Conclusion
Based on the foregoing
analysis, the Board, which is being advised by Schroder Salomon Smith
Barney, will shortly be writing to Shareholders stating that it
continues to recommend that Shareholders should vote in favour of the
resolution to approve the Combination at the EGM, and also recommends
that Shareholders should vote against any resolution that may be
proposed to adjourn the EGM.
Peter Ratcliffe, Chief
Executive of P&O Princess said today:
"Notwithstanding many distractions over these last several weeks,
the Board has been singularly focused on one issue: creating a
deliverable transaction that maximises value for our shareholders. We
consider that the Royal Caribbean transaction creates more value and
is more deliverable than Carnival's latest takeover proposal.
"Carnival appear to
have adopted a strategy of incrementally improving their offer in an
attempt to find the minimum proposal necessary to delay our EGM, which
if successful could threaten the transaction with Royal Caribbean.
Without Royal Caribbean, our shareholders would be left with only the
less valuable Carnival proposal, which itself may not be delivered.
"We continue to
question whether Carnival is indifferent between breaking up our deal
with Royal Caribbean and completing a takeover of P&O Princess. In
either event they will remain the world's largest cruise line and the
leader in both Europe and North America. Carnival could use the
regulatory process to avoid making or completing an offer.
"The Combination with
Royal Caribbean is a unique opportunity to accelerate the creation of
value for our shareholders. We continue to recommend that shareholders
vote in favour of the Combination at next week's EGM."
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