BACKGROUND
* Carnival Cruise Lines, with 30 years in
the business, regards itself as "The Most Popular Cruise Line in the
World". With some 18 'fun ships' including some of the largest
in the world, Carnival offers a wide array of cruise vacations to
the Caribbean region.
* P&O Princess Cruises
plc is a leading international cruise company with some of the strongest
cruising brand names: Princess Cruises in North America; P&O Cruises, Swan
Hellenic and Ocean Village in the UK; AIDA and A'ROSA in Germany; and P&O
Cruises in Australia. It is a leading provider of cruises to Alaska, the
Caribbean, Europe, the Panama Canal and other Exotic destinations. The
current complement of 20 ships and two river boats offering 33,136 berths
is set to grow in the next two years with five new ocean cruise ships and
two new river boats on order.
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2003,
January 8: Carnival and P&O Princess have
reportedly agreed to a dual listed company (dlc) structure.
Reports on the World Wide Web state that the
board of P&O Princess has recommended the course of action to P&O Princess
shareholders; which means all the pre-conditions to Carnival's dlc proposal
of 24 October 2002 have been met.
The combination of Carnival and P&O Princess,
according to one report, “will create the largest cruise vacation group in
the world, based on revenue, passengers carried and available capacity. The
Group will have a wide range of complementary brands, a significant presence
in the key cruise vacation regions worldwide, an enhanced ability to attract
customers from other vacation options to the cruise sector, a strong balance
sheet from which to drive future capacity and growth and significant
opportunities to benefit from disseminating best operating practices
throughout the Combined Group. Although the companies will continue to be
separate legal entities, with their own board of directors and senior
management, Carnival and P&O Princess will be managed and operated as if
they were a single economic enterprise. The companies' economic interests
will be aligned and they will pursue common objectives.”
The report noted that the boards of Carnival
and P&O Princess will be identical and the Combined Group will be managed by
a single senior executive management team. Accordingly, as part of the DLC
transaction, P&O Princess intends to change its name to Carnival (UK) plc at
the P&O Princess EGM.
The existing well established brands operated
by P&O Princess will not be affected by the change to the parent company
name. Under the DLC transaction, the equalisation ratio will be 0.3004
Carnival shares for each P&O Princess share. The "look through" value per
P&O Princess share under the DLC transaction is 481 pence and values the
entire existing issued share capital of P&O Princess at approximately £3.3
billion.
Carnival shareholders will hold approximately
74 per cent. and P&O Princess shareholders will hold approximately 26 per
cent. of the equity of the Combined Group. In connection with the DLC
transaction, Carnival is making the Partial Share Offer. The Partial Share
Offer will enable P&O Princess shareholders to exchange P&O Princess shares
for Carnival shares on the basis of 0.3004 Carnival shares for each P&O
Princess share up to, in aggregate, a maximum of 20 per cent. of P&O
Princess' issued share capital. The existing primary listings of Carnival on
the New York Stock Exchange and P&O Princess on the London Stock Exchange
will be maintained and the existing full index participations of Carnival in
the S&P 500 and of P&O Princess in the FTSE 100 are expected to be retained.
The Combined Group will continue to provide
an investor relations programme in both the US and the UK.
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