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News from the world of cruising ~
February 4, 2002

Carnival Corporation: 
"Response to P&O Princess"

MIAMI, Feb 4 - Carnival notes today's announcement by P&O Princess that it has once again rejected Carnival's latest proposal, despite the significantly reduced conditionality and enhanced deliverability of the Revised Offer. This is in keeping with the P&O Princess Board's past behavior.

More noteworthy, however, was the P&O Princess Board's belated clarification, in response to Carnival's repeated requests, of the following matters:

-- that P&O Princess Shareholders can adjourn the EGM without giving Royal Caribbean the unilateral right to terminate its agreement; and

-- that P&O Princess can bring about a unilateral termination of the Joint Venture Agreement under the benchmark mechanism consistent with the structure of Carnival's Revised Offer.

The P&O Princess Board continues to suggest that Carnival is merely a "spoiler" and has no serious intent to acquire P&O Princess. Contrary to P&O Princess' assertion, Carnival is fully committed to its Revised Offer and pursuing the regulatory reviews in the US and Europe to their ultimate conclusion and has already spent significant time and resources with the regulators in this regard. 

Carnival continues to believe, and has been so advised, that there is no material difference in the regulatory analyses of the two proposals and therefore strongly believes that its Revised Offer is as deliverable as the Royal Caribbean Proposal. The P&O Princess Board has never provided a substantive rationale to support its continued assertions that there is a material regulatory difference between the two proposals.

Micky Arison, Chairman and Chief Executive of Carnival, commented:

"The P&O Princess board has once again rejected Carnival's premium offer in keeping with its past behavior. The board's singular focus on the Royal Caribbean proposal operates to the detriment of P&O Princess shareholders' interests. The board is now struggling to justify its position and is resorting to specious arguments to reject our revised offer. P&O Princess shareholders are entitled to judge our offer for themselves. The value of Carnival's revised offer provides P&O Princess shareholders with multiples, which are 61 per cent. and 42 per cent. higher than P&O Princess' P/E and EV/EBITDA multiples respectively, prior to the announcement of the Royal Caribbean proposal, and materially above Carnival's equivalent multiples. The P&O Princess board's continued mistrust of Carnival's motivation is misguided and inappropriate. Carnival has always been fully committed to acquiring P&O Princess and has made great efforts and expended significant resources to provide a superior offer to the P&O Princess shareholders. The P&O Princess board's continued assertions to the contrary are not in the best interests of their shareholders. 

Our offer clearly provides superior value to the P&O Princess shareholders and is as deliverable as the Royal Caribbean proposal. The P&O Princess board has today acknowledged that shareholders can adjourn the EGM without entitling Royal Caribbean to walk. Carnival urges shareholders to vote to adjourn the EGM and, if the EGM is not adjourned, to vote against the Royal Caribbean proposal." 

Terms used in this announcement have the same meaning as in the announcement dated 30 January 2002.

SOURCE Carnival Corporation

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