Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rule 14d-2
of the Securities Exchange Act of 1934
Filing by: Carnival Corporation
Subject Company: P&O Princess Cruises plc.
SEC File No. of Princess: 001-15136
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA OR JAPAN
24 January 2002
CARNIVAL CORPORATION
---------------------------------------------------
PROPOSED COMBINATION OF CARNIVAL AND P&O PRINCESS
BETTER VALUE FOR P&O PRINCESS SHAREHOLDERS
o Carnival announces that it expects its combination with P&O Princess will
deliver cost savings of at least $100 million on an annualised basis, in
the first full financial year following completion of the transaction.
Carnival questions whether the Royal Caribbean/P&O Princess combination
could achieve margins at a level approaching Carnival's or that it could
close the margin gap significantly.
o Since 1988, when Richard Fain became Chairman and Chief Executive of Royal
Caribbean, the performance of Royal Caribbean has been significantly weaker
than that of Carnival. Richard Fain would retain these positions under the
Royal Caribbean Proposal and would be running the enlarged group.
RELATIVE
1995 - 2000 AVERAGE CARNIVAL ROYAL CARIBBEAN DIFFERENCE
Return on invested capital 15.0% 9.6% 56.5%
EBITDA margin 34.5% 24.8% 39.1%
EBITDA per available berth day $81 $57 40.3%
o In Carnival's experience, it is principally operating practices and
management, rather than scale, which drive margins and market rating.
Carnival therefore believes that:
o based on the track record of Royal Caribbean and P&O Princess, there is
no evidence to support the proposition that a Royal Caribbean/P&O
Princess combination could achieve margins at a level approaching
Carnival's or that it could close the margin gap significantly;
o some market forecasts of the synergies available in the Royal Caribbean
and P&O Princess combination, which appear to assume that the
combination could achieve margins at a level approaching Carnival's,
are unrealistically high; and
o it is questionable whether a Royal Caribbean/P&O Princess combination
would achieve the premium rating accorded to Carnival given the
historical underperformance of Royal Caribbean.
o Given Carnival's superior management record, Carnival strongly believes it
can deliver greater value to P&O Princess Shareholders through its Offer
than Royal Caribbean can deliver through the Royal Caribbean Proposal.
MICKY ARISON, CHAIRMAN & CEO OF CARNIVAL, COMMENTED:
"THERE HAS BEEN A LOT OF TALK ABOUT DELIVERABILITY; P&O PRINCESS SHAREHOLDERS
SHOULD CLOSELY EXAMINE THE DELIVERABILITY OF THE VALUE CLAIMS OF THE ROYAL
CARIBBEAN PROPOSAL. SINCE ROYAL CARIBBEAN HAS HISTORICALLY UNDERPERFORMED, IS
THERE ANY REASON WHY THEY WILL IMPROVE IN THE FUTURE?
WE HAVE CONSISTENTLY OUTPERFORMED ROYAL CARIBBEAN BY A WIDE MARGIN, WHATEVER OUR
SIZE AND WHATEVER THE MARKET CONDITIONS. WE BELIEVE THAT P&O PRINCESS'S
ASSERTION THAT "...CREATING THE WORLD'S LARGEST CRUISE VACATION COMPANY WITH THE
REAL POTENTIAL TO INCREASE EBITDA MARGINS TOWARDS THOSE OF CARNIVAL..." IS
ASKING THEIR SHAREHOLDERS TO TAKE AN UNJUSTIFIABLE LEAP OF FAITH BASED ON THE
TRACK RECORD OF BOTH ROYAL CARIBBEAN AND P&O PRINCESS. IT'S NOT SIZE THAT
CREATES SUPERIOR OPERATING MARGINS - IT'S MANAGEMENT TALENT AND PROVEN OPERATING
PRACTICES.
P&O PRINCESS SHAREHOLDERS SHOULD SERIOUSLY QUESTION WHETHER A ROYAL
CARIBBEAN/P&O PRINCESS COMBINATION COULD ACHIEVE CARNIVAL'S MARGINS OR
SIGNIFICANTLY CLOSE THE GAP. WE ARE CONFIDENT THAT A P&O PRINCESS/CARNIVAL
COMBINATION CREATES THE MOST VALUE FOR P&O PRINCESS SHAREHOLDERS."
This summary should be read in conjunction with the full text of this
announcement including the Appendices.
ENQUIRIES:
CARNIVAL Telephone: +1 305 599 2600
Micky Arison
Howard Frank
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates
James Agnew
Stuart Faulkner
UBS WARBURG Telephone: +44 20 7567 8000
Tom Cooper
Alistair Defriez
Philip Ellick
FINANCIAL DYNAMICS Telephone: +44 20 7831 3113
Nic Bennett
Scott Fulton
Terms used in this announcement have the same meaning as in the Announcement
dated 16 December 2001.
The directors of Carnival accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Carnival (who have taken all reasonable care to ensure such is the case), the
information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information except that the only responsibility accepted by them for the
information in this announcement relating to P&O Princess and Royal Caribbean
which has been compiled from published sources is to ensure that the information
has been correctly and fairly reproduced and presented.
Merrill Lynch International and UBS Warburg Ltd., a subsidiary of UBS AG, are
acting as joint financial advisors and joint corporate brokers exclusively to
Carnival and no-one else in connection with the Offer and will not be
responsible to anyone other than Carnival for providing the protections afforded
to clients respectively of Merrill Lynch International and UBS Warburg Ltd. as
the case may be or for providing advice in relation to the Offer.
SHAREHOLDER DISCLOSURE OBLIGATIONS
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of P&O Princess or Carnival, owns or controls, or become the owner or
controller, directly or indirectly of one per cent. or more of any class of
securities of P&O Princess or Carnival is generally required under the provision
of Rule 8 of the City Code to notify the London Stock Exchange and the Panel of
every dealing in such securities during the period from the date of the
Announcement until the first closing date of the Offer or, if later, the date on
which the Offer becomes, or is declared, unconditional as to acceptances or
lapses.
Disclosure should be made on an appropriate form before 12 noon (London time) on
the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: +44 20 7588 6057) and to the Panel (fax number: +44
20 7256 9386).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement constitute "forward-looking statements"
within the meaning of the US Private Securities Litigation Reform Act of 1995.
Carnival has tried, wherever possible, to identify such statements by using
words such as "anticipate," "assume," "believe," "expect," "intend," "plan" and
words and terms of similar substance in connection with any discussion of future
operating or financial performance. These forward-looking statements, including
those which may impact the forecasting of Carnival's annual cost savings that
underlie estimates of synergies and one time costs to implement synergies, net
revenue yields, booking levels, price, occupancy or business prospects, involve
known and unknown risks, uncertainties and other factors, which may cause
Carnival's actual results, performances or achievements to be materially
different from any future results, performances or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions which may impact levels
of disposable income of consumers and the net revenue yields for Carnival's
cruise products; consumer demand for cruises and other vacation options; other
vacation industry competition; effects on consumer demand of armed conflicts,
political instability, terrorism, the availability of air service and adverse
media publicity; increases in cruise industry and vacation industry capacity;
continued availability of attractive port destinations; changes in tax laws and
regulations; Carnival's ability to implement its brand strategy, Carnival's
ability to implement its shipbuilding program and to continue to expand its
business outside the North American market; Carnival's ability to attract and
retain shipboard crew; changes in foreign currency rates, security expenses,
food, fuel, insurance and commodity prices and interest rates; delivery of new
ships on schedule and at the contracted prices; weather patterns; unscheduled
ship repairs and dry-docking; incidents involving cruise ships; impact of
pending or threatened litigation; and changes in laws and regulations applicable
to Carnival.
Carnival cautions the reader that these risks may not be exhaustive. Carnival
operates in a continually changing business environment, and new risks emerge
from time to time. Carnival cannot predict such risks nor can it assess the
impact, if any, of such risks on its business or the extent to which any risk,
or combination of risks may cause actual results to differ from those projected
in any forward-looking statements. Accordingly, forward-looking statements
should not be relied upon as a prediction of actual results. Carnival undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
CARNIVAL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 AND A STATEMENT ON
SCHEDULE TO WITH THE US SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH
COMMENCEMENT OF THE OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND OTHER
DOCUMENTS RELATING TO THE OFFER. CARNIVAL PLANS TO MAIL THE PROSPECTUS CONTAINED
IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE FORM S-4 IS FILED WITH
THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO WILL CONTAIN IMPORTANT
INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE OFFER AND RELATED MATTERS.
INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE
SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER. THE
FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT
THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE MADE AVAILABLE
TO INVESTORS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION,
CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428, US.
IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE OFFER, CARNIVAL IS OBLIGATED TO FILE
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER
INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR
FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE
WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA OR JAPAN
24 January 2002
CARNIVAL CORPORATION
----------------------------------------------------
PROPOSED COMBINATION OF CARNIVAL AND P&O PRINCESS
BETTER VALUE FOR P&O PRINCESS SHAREHOLDERS
OVERVIEW
Carnival strongly believes that it can deliver greater value to P&O Princess
Shareholders through its Offer than can be delivered through the Royal Caribbean
Proposal, because Carnival has:
o proven operating practices and a better management track record, resulting
in higher shareholder returns;
o a more effective brand strategy;
o a proven record of delivering greater profitability and superior
performance; and
o a significantly stronger balance sheet.
P&O Princess Shareholders should consider which management team has the superior
track record and is therefore best placed to deliver on a combination with P&O
Princess - that of Carnival or Royal Caribbean?
Carnival believes that some market forecasts of the synergies available in the
Royal Caribbean and P&O Princess combination are unrealistically high. These
estimates appear to assume that the Royal Caribbean/P&O Princess combination
could achieve margins at a level approaching Carnival's or close the margin gap
significantly, as a result of the increased scale of the enlarged group.
Carnival believes that it is principally operating practices and management,
rather than scale, which drive margins.
Carnival today announces that it expects its combination with P&O Princess will
deliver cost savings of at least $100 million on an annualised basis, in the
first full financial year following completion of the transaction.
THE CARNIVAL PROPOSAL PROVIDES GREATER VALUE
PROVEN OPERATING PRACTICES AND A BETTER MANAGEMENT TRACK RECORD RESULTING IN
HIGHER SHAREHOLDER RETURNS
The cruise segment was already operating in a highly competitive environment
prior to the events of 11 September 2001. These events resulted in a significant
slowdown in booking levels that have only recently started to recover. Carnival
believes that these highly competitive conditions will continue as significant
new capacity is projected to be added in the next four years. Carnival therefore
believes that at the current stage of the industry growth cycle, margin
expansion will result from increased operational efficiency, and is unlikely to
be achieved through price increases.
Carnival believes that the strength and credibility of management, particularly
in the current environment, will be a key factor in delivering value to
shareholders. For this reason, Carnival believes that the combination of
Carnival and P&O Princess will be better able to deliver improved operational
and financial performance and shareholder returns than Royal Caribbean and P&O
Princess combined.
Since November 1988, when Richard Fain became Chairman and CEO of Royal
Caribbean, the performance of Royal Caribbean has been significantly worse than
that of Carnival.
The following shareholder returns show the extent of Royal Caribbean's
underperformance:
ROYAL RELATIVE
TOTAL SHAREHOLDER RETURNS CARNIVAL CARIBBEAN DIFFERENCE S&P 500
Since Royal Caribbean Flotation (28 April 1993) 249.6% 110.7% 125.5% 201.5%
Furthermore, as set out below, Carnival has generated, on average over the last
twelve years, returns on invested capital 55.9 per cent. greater than Royal
Caribbean:
ROYAL RELATIVE
RETURN ON INVESTED CAPITAL CARNIVAL CARIBBEAN DIFFERENCE
1995 - 2000 average 15.0% 9.6% 56.5%
1988 - 2000 average 14.9% 9.5% 55.9%
Could Royal Caribbean's weaker returns be due in part to over-investment? P&O
Princess Shareholders should ask why Royal Caribbean does not disclose its "all
in" ship build costs, a metric clearly significant to assessing management's
ability to generate acceptable returns on that invested capital and one that is
made available by both Carnival and P&O Princess.
Carnival believes that its superior track record has been recognised by
investors and rewarded with a premium market valuation:
ROYAL CARNIVAL
LAST TWELVE MONTHS P/E MULTIPLE(1) CARNIVAL CARIBBEAN PREMIUM P&O PRINCESS
Prior to announcement of the Royal Caribbean Proposal 15.2x 8.9x 70.9% 11.8x
1995 - 2000 average 20.4x 16.2x 26.1% n/a
ROYAL CARNIVAL
LAST TWELVE MONTHS EV/EBITDA MULTIPLE(1) CARNIVAL CARIBBEAN PREMIUM P&O PRINCESS
Prior to announcement of the Royal Caribbean Proposal 11.7x 9.3x 25.5% 9.2x
1995 - 2000 average 17.1x 12.5x 36.8% n/a
ROYAL CARNIVAL
LAST TWELVE MONTHS EV/BERTH ($000S)(1) CARNIVAL CARIBBEAN PREMIUM P&O PRINCESS
Prior to announcement of the Royal Caribbean Proposal 278.0 153.3 81.3% 165.5
1995 - 2000 average 380.8 235.4 61.8% n/a
(1) FOR THE TWELVE MONTHS PRIOR TO EACH FINANCIAL PERIOD END
Under the Royal Caribbean Proposal, Richard Fain would hold the same position in
the Royal Caribbean/P&O Princess combination and would be running the Royal
Caribbean/P&O Princess combination. Is it reasonable or credible to assume that,
after 13 years of delivering inferior returns to shareholders, Richard Fain
would improve this performance, or that the combined Royal Caribbean/P&O
Princess would attract a significant market rerating?
CARNIVAL'S MORE EFFECTIVE BRAND STRATEGY WILL REDUCE INTEGRATION RISK
Carnival intends to continue its proven strategy of operating each of its brands
independently and intends to maintain the separate identity of the existing P&O
Princess brands under the Carnival corporate structure. This brand strategy will
minimise integration risk by reducing disruption to the existing P&O Princess
brands, customers and employees. Carnival believes that its ownership of P&O
Princess will result in significant benefits for both P&O Princess's employees
and customers.
The brand strategy of Royal Caribbean and P&O Princess is unclear; P&O Princess
Shareholders should ask whether Royal Caribbean/P&O Princess intend to maintain
the largely overlapping brands of Princess Cruises, Royal Caribbean
International and Celebrity Cruises or whether one of the brands is to be
eliminated.
CARNIVAL'S PROVEN RECORD OF DELIVERING GREATER PROFITABILITY AND SUPERIOR
PERFORMANCE
Carnival is widely recognised as being the most efficient, profitable and cost
effective operator in the cruise segment. Over the last twelve years, on
average, Carnival's EBITDA margins and EBITDA per available berth day have
significantly exceeded those of Royal Caribbean by 36.6 per cent. and 48.0 per
cent. respectively.
EBITDA MARGIN ROYAL RELATIVE
CARNIVAL CARIBBEAN DIFFERENCE
1995 - 2000 average 34.5% 24.8% 39.1%
1988 - 2000 average 31.2% 22.9% 36.6%
EBITDA PER AVAILABLE BERTH DAY ROYAL RELATIVE
CARNIVAL CARIBBEAN DIFFERENCE
1995 - 2000 average $81 $57 40.3%
1988 - 2000 average $73 $49 48.0%
Carnival believes that its excellent track record of superior performance is
principally the result of proven operating practices and strong management and
not of greater scale. Even when Carnival had a similar number of berths as Royal
Caribbean does today, it generated significantly higher margins. During the year
ended 30 November 1995, when it had only approximately 26,000 berths, Carnival
achieved EBITDA margins of 31.0 per cent. P&O Princess and Royal Caribbean in
the twelve months to 30 September 2001 generated EBITDA margins of 20.2 per
cent. and 24.9 per cent. respectively, based on approximately 27,000 and
approximately 44,000 berths, respectively.
STRONGER BALANCE SHEET
As Carnival set out in its announcement dated 14 January 2002, Carnival's board
also firmly believes that Carnival is a stronger financial partner for P&O
Princess. Royal Caribbean has a significantly higher gearing level than
Carnival, and this is reflected in its sub-investment grade credit rating, which
is in marked contrast to Carnival's investment grade `A' credit rating.
Both Royal Caribbean and P&O Princess have significant capital commitments, and
given the current challenging market conditions, prudent management practice
dictates that a strong and flexible capital structure should be maintained.
Indeed, P&O Princess's credit rating has already been downgraded in anticipation
of its merger with Royal Caribbean and P&O Princess will also be required to
remove existing provisions in its Articles of Association which were designed to
protect P&O Princess against an over leveraged capital structure. It is
reasonable to assume that the downgrade to P&O Princess' credit rating will
result in increased financing costs and may result in increased refinancing
risk.
CONTINUED UPSIDE PARTICIPATION
Carnival recognises that P&O Princess Shareholders may wish to be able to
capture the upside potential of the expected continued growth in the cruise
segment and the potential benefits of a combination with Carnival.
Carnival believes that the share consideration, and most particularly the mix
and match element of its Offer, will provide P&O Princess Shareholders the
opportunity to continue to participate fully by electing to receive the full
value of their respective shareholding in Carnival Shares, subject to
availability under the terms of the Mix and Match Election.
Carnival intends to seek a listing on the London Stock Exchange, should it
perceive there to be sufficient demand for such a facility. In addition,
Carnival has repeatedly offered to discuss with P&O Princess alternative
structures that would give P&O Princess Shareholders the opportunity to continue
to own a share listed in the UK and included in the FTSE indices. Carnival is
not able to offer an alternative structure equivalent to the Royal Caribbean
Proposal on a unilateral basis. Carnival has also raised concerns regarding the
adverse tax effects associated with the DLC structure of the Royal Caribbean
Proposal, which have yet to be rebutted in detail. If the DLC structure were to
lose its Section 883 tax exemption for a significant portion of the combined
companies' income, the amounts involved would be material.
Under the Royal Caribbean Proposal, P&O Princess is valued at 346 pence per P&O
Princess Share based on the current look through price, which includes the
market's estimates of the potential synergy benefits of such a combination.
Carnival's proposal of 250 pence in cash and 0.1380 Carnival Shares values each
P&O Princess share at 502 pence and represents a 45 per cent. premium to the
look through price. In the absence of Carnival's proposal and the Royal
Caribbean Proposal, where will P&O Princess Shares trade? That is the "fair
value" benchmark that any proposal should be compared against.
ACHIEVABILITY OF ROYAL CARIBBEAN/P&O PRINCESS COMBINATION SYNERGIES
Carnival believes that some market forecasts of the synergies available in the
Royal Caribbean and P&O Princess combination are unrealistically high. These
appear to assume that the Royal Caribbean/P&O Princess combination could achieve
margins at a level approaching Carnival's or that it could close the margin gap
significantly. As previously stated, Carnival believes that it is principally
proven operating practices and strong management, rather than scale, which drive
margins. Based on the track record of Royal Caribbean, Carnival believes that
there is no evidence to support the proposition that a Royal Caribbean/P&O
Princess combination could achieve margins at a level approaching Carnival's or
that it could close the margin gap significantly.
ESTIMATED COST SAVINGS FROM CARNIVAL'S COMBINATION WITH P&O PRINCESS
OVERVIEW
Carnival expects its combination with P&O Princess will deliver cost savings of
at least $100 million on an annualised basis, in the first full financial year
following completion of the transaction.
Carnival expects that these cost savings will be generated principally through
the application of Carnival's proven best practices to P&O Princess and does not
anticipate that significant revenue synergies will be available. One time cash
costs of achieving these synergies are expected to be approximately $45 million.
SOURCES OF SYNERGIES
Carnival anticipates that the majority of these cost savings will come from the
following areas:
o Cost of sales and procurement - the application of Carnival's procurement
practices to enhance the Enlarged Carnival Group's purchasing rates,
particularly in respect of food and beverage, hotel supplies, concessions,
excursions and port calls;
o Rationalisation of Alaskan land based assets - a reduction in duplicated
costs from the combined support infrastructure of P&O Princess's and
Carnival's Alaskan land based operations; and
o Selling, general and administrative costs - includes savings available from
the rationalisation of information systems, particularly reservation
systems, insurance, advertising, payroll and other administrative costs.
These savings will be generated for the benefit of both shareholders and
customers. Carnival believes that the opportunities for employees will be
enhanced within the combined group and does not anticipate that there will be
significant redundancies as a result of this rationalisation.
OTHER
In estimating these cost savings, Carnival has not had access to the information
provided by P&O Princess to Royal Caribbean. However, Carnival's senior
management has conducted an assessment of P&O Princess's business relative to
Carnival and has been able to identify areas of likely productivity differences
between Carnival and P&O Princess.
In contrast to P&O Princess's statement of expected cost savings, the above
estimate by Carnival has been reported on under the City Code on Takeovers and
Mergers by Ernst & Young and Carnival's financial advisors (Merrill Lynch and
UBS Warburg), as set out in Appendices III and IV of this announcement.
The above statement of estimated cost savings should be read in conjunction with
the attached Appendices.
ENQUIRIES:
CARNIVAL Telephone: +1 305 599 2600
Micky Arison
Howard Frank
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates
James Agnew
Stuart Faulkner
UBS WARBURG Telephone: +44 20 7567 8000
Tom Cooper
Alistair Defriez
Philip Ellick
FINANCIAL DYNAMICS Telephone: +44 20 7831 3113
Nic Bennett
Scott Fulton
Terms used in this announcement have the same meaning as in the Announcement
dated 16 December 2001.
The directors of Carnival accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
Carnival (who have taken all reasonable care to ensure such is the case), the
information contained herein for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information except that the only responsibility accepted by them for the
information in this announcement relating to P&O Princess and Royal Caribbean
which has been compiled from published sources is to ensure that the information
has been correctly and fairly reproduced and presented.
Merrill Lynch International and UBS Warburg Ltd., a subsidiary of UBS AG, are
acting as joint financial advisors and joint corporate brokers exclusively to
Carnival and no-one else in connection with the Offer and will not be
responsible to anyone other than Carnival for providing the protections afforded
to clients respectively of Merrill Lynch International and UBS Warburg Ltd. as
the case may be or for providing advice in relation to the Offer.
SHAREHOLDER DISCLOSURE OBLIGATIONS
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of P&O Princess or Carnival, owns or controls, or become the owner or
controller, directly or indirectly of one per cent. or more of any class of
securities of P&O Princess or Carnival is generally required under the provision
of Rule 8 of the City Code to notify the London Stock Exchange and the Panel of
every dealing in such securities during the period from the date of the
Announcement until the first closing date of the Offer or, if later, the date on
which the Offer becomes, or is declared, unconditional as to acceptances or
lapses.
Disclosure should be made on an appropriate form before 12 noon (London time) on
the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: +44 20 7588 6057) and to the Panel (fax number: +44
20 7256 9386).
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement constitute "forward-looking statements"
within the meaning of the US Private Securities Litigation Reform Act of 1995.
Carnival has tried, wherever possible, to identify such statements by using
words such as "anticipate," "assume," "believe," "expect," "intend," "plan" and
words and terms of similar substance in connection with any discussion of future
operating or financial performance. These forward-looking statements, including
those which may impact the forecasting of Carnival's annual cost savings that
underlie estimates of synergies and one time costs to implement synergies, net
revenue yields, booking levels, price, occupancy or business prospects, involve
known and unknown risks, uncertainties and other factors, which may cause
Carnival's actual results, performances or achievements to be materially
different from any future results, performances or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions which may impact levels
of disposable income of consumers and the net revenue yields for Carnival's
cruise products; consumer demand for cruises and other vacation options; other
vacation industry competition; effects on consumer demand of armed conflicts,
political instability, terrorism, the availability of air service and adverse
media publicity; increases in cruise industry and vacation industry capacity;
continued availability of attractive port destinations; changes in tax laws and
regulations; Carnival's ability to implement its brand strategy, Carnival's
ability to implement its shipbuilding program and to continue to expand its
business outside the North American market; Carnival's ability to attract and
retain shipboard crew; changes in foreign currency rates, security expenses,
food, fuel, insurance and commodity prices and interest rates; delivery of new
ships on schedule and at the contracted prices; weather patterns; unscheduled
ship repairs and dry-docking; incidents involving cruise ships; impact of
pending or threatened litigation; and changes in laws and regulations applicable
to Carnival.`
Carnival cautions the reader that these risks may not be exhaustive. Carnival
operates in a continually changing business environment, and new risks emerge
from time to time. Carnival cannot predict such risks nor can it assess the
impact, if any, of such risks on its business or the extent to which any risk,
or combination of risks may cause actual results to differ from those projected
in any forward-looking statements. Accordingly, forward-looking statements
should not be relied upon as a prediction of actual results. Carnival undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
CARNIVAL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 AND A STATEMENT ON
SCHEDULE TO WITH THE US SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH
COMMENCEMENT OF THE OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND OTHER
DOCUMENTS RELATING TO THE OFFER. CARNIVAL PLANS TO MAIL THE PROSPECTUS CONTAINED
IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE FORM S-4 IS FILED WITH
THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO WILL CONTAIN IMPORTANT
INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE OFFER AND RELATED MATTERS.
INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE
SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER. THE
FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT
THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE MADE AVAILABLE
TO INVESTORS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION,
CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428, US.
IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE OFFER, CARNIVAL IS OBLIGATED TO FILE
ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION
WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER
INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR
FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE
AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE
WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
APPENDIX I
BASES AND SOURCES OF INFORMATION
Unless otherwise stated:
(i) Information relating to Carnival has been extracted from the relevant
published audited financial statements and SEC filings of Carnival;
(ii) Information relating to Royal Caribbean has been extracted from the
relevant published audited financial statements and SEC filings of Royal
Caribbean;
(iii) Information relating to P&O Princess has been extracted from the relevant
published annual report and accounts, interim reports and SEC filings of P&O
Princess;
(iv) Information relating to the Royal Caribbean Proposal is based upon the
information contained in the DLC Announcement and related documents;
(v) Share prices for P&O Princess, Carnival and Royal Caribbean are taken from
Bloomberg;
(vi) The(pound)1:$1.4253 exchange rate used throughout this announcement is
taken from Bloomberg;
(vii) The value of Carnival's proposal is based upon the Carnival closing price
on 23 January 2002 of $26.05; and
(viii) The Royal Caribbean Proposal look through price is based upon the Royal
Caribbean closing price on 23 January 2002 of $17.09 and an exchange ratio of
3.46386 P&O Princess Shares per Royal Caribbean Share.
In the tables in this announcement:
(i) Total shareholder returns are sourced from Datastream as at 22 January 2002,
the last practicable date prior to the date of this announcement. Datastream
calculates the total shareholder return, assuming gross dividend income is
reinvested in additional shares;
(ii) Return on invested capital is defined as return on average invested capital
and is calculated by dividing EBIT, taxed at the effective tax rate, by the
average opening and closing total debt plus shareholder equity plus minority
interests plus preferred stock balances. Total debt is the sum of long term debt
and current portion of long term debt. The calculation for Royal Caribbean's
1988 return on invested capital is based on the 1988 year end balance sheet;
(iii) EBIT is unadjusted operating income;
(iv) EBITDA is EBIT plus depreciation and amortisation;
(v) EBITDA margin is calculated as EBITDA divided by revenue;
(vi) The number of available berth days is calculated by dividing passenger
cruise days per year by occupancy rate, both as stated in the SEC filings of
Carnival and Royal Caribbean. EBITDA per available berth day is calculated as
EBITDA divided by the number of available berth days for the same period. 1993
available berth days for Royal Caribbean are not publicly available and
therefore excluded from the average;
(vii) The P/E multiple is the share price on the last day of the financial
period divided by the earnings per share for that financial period. For the
period prior to announcement of the Royal Caribbean Proposal, the financial
period is the twelve months ended 30 September 2001 for Royal Caribbean and P&O
Princess and the twelve months ended 31 August 2001 for Carnival;
(viii) The EV/EBITDA multiple is the enterprise value on the last day of the
financial period divided by the EBITDA for that financial period. For the period
prior to announcement of the Royal Caribbean Proposal, the financial period is
the twelve months ended 30 September 2001 for Royal Caribbean and P&O Princess
and the twelve months ended 31 August 2001 for Carnival. Enterprise value is the
market value of equity plus net debt and minorities; and
(ix) The EV/Berth multiple is the enterprise value on the last day of the
financial period divided by the EBITDA for that financial period. For the period
prior to announcement of the Royal Caribbean Proposal, the financial period is
the twelve months ended 30 September 2001 for Royal Caribbean and P&O Princess
and the twelve months ended 31 August 2001 for Carnival. Berths are as stated in
the relevant published audited financial statements or filings.
APPENDIX II
STATEMENT OF ESTIMATED COST SAVINGS
(i) The estimated cost savings in the announcement should not be interpreted to
mean that the earnings per share of the Enlarged Carnival Group for the current
or future financial years will necessarily match or exceed the historical
published earnings per share of Carnival;
(ii) In arriving at this estimate, the Carnival Board has assumed that there are
comparable operations, processes and procedures within P&O Princess as within
Carnival, except where publicly available information clearly indicates
otherwise. In addition to Carnival management information, Carnival has used the
following sources of information in arriving at this statement:
o P&O Princess's annual report and accounts and the annual report and
accounts of its former parent, P&O ;
o P&O Princess's quarterly results;
o P&O Princess's presentations to analysts and investors;
o documents and statements issued by P&O Princess in connection with
its proposed merger with Royal Caribbean and in connection with its
defence against the Carnival offer;
o brokers' research;
o other public information; and
o Carnival's knowledge of the industry and of P&O Princess.
(iii) In arriving at this estimate set out above, the Carnival Board has assumed
that there will be no significant impact on the business of the Enlarged
Carnival Group arising from any decisions made by competition authorities;
(iv) The Carnival Board has not had access to the information provided to Royal
Caribbean by P&O Princess, nor has it been able to discuss the reasonableness of
the assumptions supporting this estimate of cost savings with P&O Princess's
management. Therefore there remain inherent risks in this forward-looking
estimate; and
(v) Due to this inequality of information and the scale of the combined Carnival
and P&O Princess operations, there may be additional changes to the operating
procedures of the Enlarged Carnival Group. As a result, and the fact that the
changes relate to the future, the resulting cost savings may be materially
greater or less than those estimated.
APPENDIX III
LETTER FROM ERNST & YOUNG
Set out below is the text of a letter from Ernst & Young relating to the
Carnival statement of estimated cost savings above:
Ernst & Young
Becket House
1 Lambeth Palace Road
London
SE1 7EU
The Directors
Carnival Corporation
Carnival Place
3655 Northwest 87th Avenue
Miami
FL 33178-2428
UBS Warburg Ltd.
1 Finsbury Avenue
London
EC2M 2PP
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
24 January 2002
Dear Sirs
ANNOUNCEMENT IN CONNECTION WITH THE PROPOSED ACQUISITION OF P&O PRINCESS CRUISES
PLC ("P&O PRINCESS") (THE "TRANSACTION")
We refer to the statement regarding the estimate of cost savings ("the
Statement") made by Carnival Corporation ("Carnival") set out in this
announcement.
RESPONSIBILITY
The Statement is the responsibility of the Directors of Carnival ("the
Directors"). It is our responsibility and that of UBS Warburg Ltd. ("UBSW") and
Merrill Lynch International ("Merrill Lynch") to form respective opinions, as
required by Note 8(b) to Rule 19.1 of the City Code on Takeovers and Mergers
("the Code"), as to whether the Statement has been made by Carnival with due
care and consideration.
BASIS OF OPINION
We conducted our work in accordance with the Statements of Investment Circular
Reporting Standards issued by the Auditing Practices Board.
We have reviewed the relevant bases of belief (including sources of information)
and calculations underlying the Statement. We have discussed the Statement
together with the relevant bases of belief (including sources of information)
with the Directors and those officers and employees of Carnival who developed
the underlying plans and with UBSW and Merrill Lynch. Our work did not involve
any independent examinations of any of the financial or other information
underlying the Statement.
We do not express any opinion as to the achievability of the cost savings
identified by the Directors.
OPINION
In our opinion, based on the foregoing, the Statement by Carnival has been made
with due care and consideration, in the context in which it was made.
Our work in connection with the Statement has been undertaken solely for the
purposes of reporting under Note 8(b) to Rule 19.1 of the Code to the Directors,
to UBSW and to Merrill Lynch. We accept no responsibility to P&O Princess or its
shareholders or any other person (other than the Directors, UBSW and Merrill
Lynch) in respect of, arising out of or in connection with that work.
Yours faithfully
Ernst & Young LLP
APPENDIX IV
LETTER FROM MERRILL LYNCH AND UBS WARBURG
Set out below is the text of a letter from Merrill Lynch and UBS Warburg
relating to the Carnival statement of estimated cost savings above:
Merrill Lynch International UBS Warburg Ltd.
2 King Edward Street 1 Finsbury Avenue
London London
EC1A 1HQ EC2M 2PP
Registered in England Registered in England
No. 2312079 No. 2035362
The Directors
Carnival Corporation
Carnival Place
3655 Northwest 87th Avenue
Miami
FL 33178-2428
24 January 2002
Dear Sirs,
OFFER FOR P&O PRINCESS CRUISES PLC ("P&O PRINCESS")
We refer to the statement of estimated cost savings (the "Statement") made by
Carnival Corporation ("Carnival") set out in this announcement for which the
Directors of Carnival are solely responsible.
We have discussed the Statement, together with the relevant bases of belief
(including sources of information), with the Directors of Carnival and those
officers and employees of Carnival who developed the underlying plans. We have
also reviewed the work carried out by Ernst & Young and have discussed with them
the conclusions stated in their letter of 24 January 2002 addressed to
yourselves and ourselves on this matter.
We have relied upon the accuracy and completeness of all the financial and other
information reviewed by us and have assumed such accuracy and completeness for
the purposes of rendering this letter.
We do not express any opinion as to the achievability of the estimated cost
savings identified by Carnival.
This letter is provided solely to the Directors of Carnival in connection with
Note 8 (b) of Rule 19.1 of the City Code on Takeovers and Mergers and for no
other purpose. We accept no responsibility to P&O Princess or its shareholders
or any other person other than the Directors of Carnival in respect of this
letter.
On the basis of the foregoing, we consider that the Statement, for which the
Directors of Carnival are solely responsible, has been made with due care and
consideration in the context in which it was made.
Yours faithfully,
For and on behalf of For and on behalf of Merrill Lynch International UBS
Warburg Ltd.
Philip Yates Tom Cooper
Managing Director Managing Director
Stuart Faulkner Mihiri Jayaweera
Vice President Executive Director