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December 16-31, 2001
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Royal Caribbean Mails Proxy Statement for Proposed DLC Merger
With P&O Princess
MIAMI, Dec. 27 - Royal Caribbean Cruises Ltd. ("Royal Caribbean") today mailed its proxy statement to its shareholders in relation to its proposed dual-listed company combination with P&O Princess plc ("P&O Princess"). The proxy statement contains the recommendation of the board of directors of Royal Caribbean to its shareholders to vote for the proposed DLC merger with P&O Princess.
Richard Fain, chairman and chief executive officer of Royal Caribbean, said the benefits detailed in the proxy statement underscore the strategic rationale behind the proposed merger of the two leading cruise vacation operators.
Shareholders of the two companies will vote on the proposed merger on February 14, 2002. Royal Caribbean shareholders of record on December 17, 2001 will be entitled to vote at its Special Meeting. Two of the major shareholders of Royal Caribbean have entered into voting agreements to vote shares representing at least 44.5% of the outstanding shares of Royal Caribbean in favor of the proposed merger.
The proxy statement includes an update on Royal Caribbean's recent business trends. Over the past six weeks the company has seen a steadily improving trend in pricing. "We are very encouraged by the continually improving trend in bookings, and especially the reduction in price discounting," said Fain.
Fain, also chairman and chief executive officer-designate of the combined group, said, "This is a terrific opportunity for both P&O Princess and Royal Caribbean to combine to become a leading provider of cruises to all major destinations. I am convinced that the merger we have agreed to with P&O Princess will provide both sets of shareholders significant long-term value."
Royal Caribbean intends to file the proxy statement, together with certain other documents referred to therein, with the Securities and Exchange Commission on Form 6-K.
Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates Royal Caribbean International, Celebrity Cruises, and Royal Celebrity Tours. Royal Caribbean International and Celebrity Cruises have a combined total of 23 ships in service and six under construction or on firm order. Royal Celebrity Tours operates land-tour vacations in Alaska utilizing the world's largest glass-domed railcars. Additional information can be found on www.royalcaribbean.com, www.celebritycruises.com or www.rclinvestor.com.
Certain statements in this news release are forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performances or achievements to differ materially from future results, performance or achievements expressed or implied in such forward-looking statements. Such factors include general economic and business conditions, changes in cruise industry competition, reduced consumer demand for cruises as a result of any number of reasons, including armed conflict or political instability, availability of air service, the delivery schedule of new vessels, changes in interest rates or oil prices and other factors described in further detail in Royal Caribbean's filings with the Securities and Exchange Commission.
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Circular for Combination With Royal Caribbean Cruises Ltd. Posted to P&O Princess Shareholders
LONDON, Dec 27 - P&O Princess Cruises plc ("P&O Princess")
today posted its shareholder circular in relation to its proposed combination
with Royal Caribbean Cruises Ltd. ("Royal Caribbean"). The circular contains
the Board's recommendation to shareholders to vote in favour of the merger
with Royal Caribbean at the EGM to be held on 14 February 2002.
In the circular, the Board sets out the benefits that are expected to be
realised from the combination. The strategic fit between P&O Princess and
Royal Caribbean is strong, combining complementary brands and two high quality
fleets. The combination is expected to deliver significant cost savings,
estimated to be at least $100 million on an annualised basis. The DLC
structure will allow P&O Princess to retain its primary listing in London, and
maintain inclusion in the FTSE All-Share Index, avoiding flowback and allowing
shareholders to continue to hold shares to benefit from the value creation
from combining the two companies.
The circular provides further information on Royal Caribbean and on the
agreements signed by P&O Princess and Royal Caribbean in relation to the
proposed DLC combination and to the companies' joint venture in southern
Europe. The circular sets out the conditions required for completion of the
DLC combination which are principally those related to competition law in the
US, the UK and Germany, and shareholder approvals. Shareholder voting
agreements representing at least 44.5% of the total issued and outstanding
shares in Royal Caribbean have been delivered to P&O Princess. Under, and
subject to, the terms of the voting agreements, these shares will be voted in
favour of the resolutions to implement the proposed combination.
Current Trading And Prospects of P&O Princess
The circular includes an update on current trading, as follows:
As reported by P&O Princess with its third quarter results published on
24 October 2001, the booking pattern for the business was severely disrupted
by the events of 11 September 2001. Since then P&O Princess has seen an
improvement in bookings, with volumes now exceeding those of the same time a
year ago, and prices showing some recovery, albeit remaining below those of a
year ago.
In North America, Princess Cruises' net booking volumes, having been
negative for a period after 11 September 2001 with cancellations exceeding new
bookings, did recover after a few weeks. They were then disrupted again by
the anthrax scares and the commencement of military action in Afghanistan.
Since the beginning of November, however, weekly net bookings have
consistently exceeded those of the equivalent period 12 months earlier
although cumulative bookings for 2002 still remain behind last year's levels
at this time. Achieved yields have also increased, but remain below those
being achieved on bookings a year ago.
Bookings for the European and Australian businesses were also affected by
the events of 11 September 2001, but less significantly than those in North
America and with the effect principally being on cruises involving long
distance flights. Booking volumes have recovered and are now in line with
those of a year ago. Prices are mixed, but overall are close to last year's
levels.
P&O Princess' results for 2002 will be significantly influenced by the
booking and pricing environment during the January to March period which is
the key booking period for the summer trades, particularly for Princess
Cruises.
Profit Forecast
In the circular, P&O Princess updates the profit forecast which it made at
the time that it announced its results for the period to 30 September 2001.
P&O Princess now forecasts that for the year ending 31 December 2001 P&O
Princess' basic earnings per share under UK GAAP will be not less than
40 cents per share. This is at the top end of the 38-40 cents per share range
that P&O Princess indicated as its expectation for full year earnings at the
time of its third quarter results, issued on 24 October 2001.
Documents available to the public
The circular sets out the documents which are on public display at the
London offices of Freshfield Bruckhaus Deringer. The most important of these,
including the Implementation Agreement for the DLC Combination, and the
southern Europe Joint Venture Agreement, will be available on P&O Princess'
website (www.poprincesscruises.com).
Peter Ratcliffe, Chief Executive Officer of P&O Princess, said:
"We have today published full details of the contractual arrangements for
our combination with Royal Caribbean. The Board of P&O Princess believes that
the combination with Royal Caribbean is deliverable and will accelerate
creation of significant value for shareholders.
"Included in the circular is an update on our current trading and our
profits for the year. We are pleased to report that we now expect 2001
profits to come in at the top end of the range we indicated previously.
Trading conditions have continued to improve from the difficult period in the
immediate aftermath of the events of 11 September. Of course, we are now
entering the key January to March booking period, which will have a major
influence on the 2002 results."
Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe)
Limited, which are regulated in the United Kingdom by The Securities and
Futures Authority Limited, are acting for P&O Princess Cruises plc and no one
else in connection with the proposal from Carnival and will not be responsible
to anyone other than P&O Princess Cruises plc for providing the protections
afforded to customers of Schroder Salomon Smith Barney and Credit Suisse First
Boston (Europe) Limited or for providing advice in relation to the approach.
This announcement does not constitute a recommendation regarding the purchase
or sale of the ordinary shares of P&O Princess or the common stock of Royal
Caribbean or shares of Carnival. Shareholders should seek advice from an
independent financial adviser as to the suitability of any action for the
individual concerned. This announcement does not constitute an offer or
invitation to purchase any securities or a solicitation to vote in favour of
the proposed combination with Royal Caribbean. Any shareholder action
required in connection with the proposed combination with Royal Caribbean will
only be set out in documents to be published in due course and any decision
made by shareholders should be made solely on the basis of information
provided in those documents.
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Summer 2002 Caribbean Cruises on Holland America's Maasdam Accommodate Growing Trend of Family Cruising
SEATTLE, Dec 26 - Holland America Line has designed its summer 2002 Caribbean cruises aboard the ms Maasdam to offer a combination of luxurious adult escape and youth-oriented programs. The 1,266-passenger Maasdam, Holland America's only ship sailing the Caribbean year-round, is featuring a full slate of seven-day Caribbean cruises departing from Ft. Lauderdale every Sunday during summer 2002.
Holland America has seen a steady rise in the number of children and teens cruising with their parents or grandparents, especially during the summer vacation months. Last summer more than 12,000 children total cruised with their families on Holland America ships. Week-long Caribbean cruises are especially popular with families--up to 42 percent of the guests may be family groups. Consequently, the number of children often ranges from 150 to 200 aboard each cruise.
To accommodate this growing trend, the Maasdam recently was outfitted with a new and larger Club HAL kids area and a separate teen center. Named KidZone and WaveRunner respectively, the Club HAL kids' and teen's areas were built on the upper Sports Deck around the funnel of the Maasdam.
Holland America also offers Just for Kids shore excursions to provide shore activities only for kids or teens. In the Caribbean Just for Kids excursions feature a Treasure Hunt and Ice Cream adventure for younger children and an exclusive Beach Party for teens offered on the company's private island, Half Moon Cay.
Each new kids area features seven computers with software and games, a large screen TV and viewing area, VCR, DVD player and audio system. The KidZone also has a game area with tables and chairs, while the WaveRunner boasts a dance floor with accompanying lighting and fog system, four stand-alone video games, and a pantry with juice and drink machines.
A full-time Club HAL director and several counselors are on all sailings to coordinate age-appropriate activities. Club HAL is designed for children ages 5 to 17 and operates on all 11 of Holland America' ships. Through Club HAL, kids can enjoy such supervised activities as an ice-cream party for 5-12 year-olds with the entertainers backstage, youth sports tournaments, the ever-popular pajama party, movies and videos, scavenger hunts, teen disco, arts and crafts, games and tours of the bridge. Each evening, children receive a program detailing the next day's activities and times, which fall into age-appropriate categories of 5-8, 9-12 and teens.
On Half Moon Cay, Holland America's private island, the Club HAL director organizes sand castle building, a treasure hunt, activities at the island playground and picnic area and a teen beach party with water sports. Volleyball and Frisbee are always popular activities, and all ages love the ice cream treats provided.
Eastern and Western Caribbean Itineraries
During its year-round Caribbean sailing schedule, the Maasdam will offer a total of 13 round-trip sailings from Fort Lauderdale between June 2 and Aug. 25, alternating between Eastern and Western Caribbean itineraries.
The Eastern Caribbean itinerary highlights Nassau, Bahamas; San Juan, Puerto Rico; St. Thomas, U.S. Virgin Islands (with a tour option to St. John); and Holland America's own private island paradise, Half Moon Cay, Bahamas. Sailings are June 2, 16 and 30; July 14 and 28; Aug. 11 and 25.
The Western Caribbean itinerary features Cozumel, Mexico (with tour options to the Mayan ruins at Chichen Itza or Tulum); George Town, Grand Cayman; Ocho Rios, Jamaica; and Half Moon Cay, Bahamas. Sailings are June 9 and 23; July 7 and 21; Aug. 4 and 18.
Holland America continues to offer its early booking savings program in the Caribbean. With the maximum early booking discount of 52 percent, cruise-only fares for Eastern or Western Caribbean sailings on board the Maasdam start at US$899 per person, double-occupancy, including port charges.
Guests may extend their vacations or start them earlier by booking optional one-, two- or three-night hotel accommodations in Ft. Lauderdale in conjunction with their cruise. A three-night stay in Orlando, home of Walt Disney World, is also available. Convenient, low-cost air transportation is available through Holland America's Home City Air Gateways program to and from Ft. Lauderdale. Holland America offers the only trip cancellation program in the industry that offers cash back for canceling for any reason prior to 24 hours before departure.
About Holland America
Holland America Line has 11 luxury ships sailing to more than 280 ports of call and scenic cruising destinations on all seven continents, including Antarctica. In 2002, Holland America Line will offer 360 sailings within a half-day's drive of 40 percent of North American households and departing from 15 North American home ports. Holland America Line is the highestrated premium cruise line in the world in the 2001 "Travel & Leisure" magazine "World's Best" Awards and among the top three major cruise lines in the 2001 "Conde Nast Traveler" Readers' Choice Awards. The company also has won its ninth consecutive "Best Overall Cruise Value" award from the World Ocean & Cruise Liner Society (WOCLS). For more information, consult a professional travel agent, call 1-877-SAIL-HAL (877-724-5425) or visit www.hollandamerica.com.
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Princess to Broadcast Rose Parade and Rose Bowl Game
Passengers Fleetwide Can Follow College Football's National Championship Contest
SANTA CLARITA, Ca, Dec. 20, 2001 - Passengers aboard Princess ships will be able to enjoy a New Year's tradition -- the annual Tournament of Roses Parade and Rose Bowl game from Pasadena, CA. Both events will be broadcast live across the Princess fleet on January 1 and 3, 2002, respectively.
More than a century old, the famed Rose Parade wows audiences nationwide each year with its stunning display of floral-covered floats.
Meanwhile, for the first time since the inception of the Bowl Championship Series, the Rose Bowl will be the site of the national title game. This year, the undefeated Miami Hurricanes will take on the Nebraska Cornhuskers, led by Heisman Trophy-winning quarterback, Eric Crouch, for the number one spot in the country.
Passengers aboard each Princess ship can choose to view both events either in select public lounges, or in the comfort of their staterooms with the line's in-cabin television programming.
"We consistently strive to offer our guests all the comforts of home, and then some,'' said Dean Brown, Princess' executive vice president of customer service and sales. "For many, the Rose Parade and Rose Bowl game are part of their traditional New Year's celebrations, and we're happy they won't have to miss them while enjoying their Princess vacation.''
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DR. TAMARA JERNIGAN TO SERVE AS CARNIVAL PRIDE GODMOTHER
U.S. Space Travel Pioneer to Name Carnival's Newest 'Fun Ship' in Dockside
Ceremony in Port Canaveral Jan. 7, 2002
MIAMI (12/19/01) - Dr. Tamara Jernigan, a pioneer in U.S. space travel who has logged more flight hours on the space shuttle than any other female astronaut in history, has been selected to serve as godmother of the 88,500-ton Carnival Pride, Carnival Cruise Lines' new cruise ship which will launch year-round seven-day service from Port Canaveral, Fla., Jan. 12, 2002. Dr. Jernigan will "officially" name Carnival Pride in a dockside ceremony at Port Canaveral Jan. 7, 2002. Following the naming ceremony, Carnival Pride will depart on a two-day preview cruise for more than 2,000 members of the travel trade.
"We're very proud to have someone of Dr. Jernigan's stature serve as the godmother to the Carnival Pride, which promises to be a spectacular addition to the 'Fun Ship' fleet," said Bob Dickinson, Carnival president. "With the Space Coast, which encompasses both Port Canaveral and the Kennedy Space Center, such a vital part of Florida's history and economy, it's only fitting that a highly respected former astronaut name our newest Port Canaveral-based cruise ship," he added.
Dr. Jernigan's role as Carnival Pride godmother represents yet another milestone in a remarkable career that includes five flights on the Space Shuttle comprising 1,512 hours in space, the most of any female astronaut. She is also the youngest female astronaut selected to participate in a manned space mission. Her many space flight achievements include a record-setting 423-hour, 53-minute mission aboard the space shuttle Columbia, as well as a 253-hour, 13-minute mission aboard the Discovery during which the crew performed the first docking to the International Space Station. During this mission, Dr. Jernigan performed a lengthy spacewalk to transfer tools and equipment required to continue the assembly of the space station.
She is a five-time recipient of the NASA Space Flight Medal and a two-time recipient of NASA's Distinguished Service Medal. She has also received NASA's Outstanding Leadership Medal, Outstanding Performance Award and Exceptional Service Medal, as well as the Laurels Award from Aviation Week magazine. Dr. Jernigan, who earned a doctorate in space physics and astronomy from Rice University has held a variety of technical assignments during her astronaut tenure, including deputy chief of the astronaut office and lead astronaut for the space station. She recently accepted a position at Lawrence Livermore National Laboratory as the assistant associate director for physics and advanced technologies.
The naming of the Carnival Pride is just one component of the ship's various pre-inaugural festivities, which also include a luncheon for local dignitaries and VIPs, as well as a two-day familiarization cruise for the travel agent community. Following the two-day preview cruise, Carnival Pride will operate a three-day Bahamas voyage Jan. 9-12, then launch seven-day eastern and western Caribbean service from Port Canaveral Jan. 12, becoming the newest and largest cruise ship based year-round at that port.
Carnival Pride's vast array of on-board amenities include four swimming pools, a cascading water slide, an Internet café, conference center, a two-deck-high health club, a duty-free shopping mall, and 16 bars and lounges with interiors celebrating the "icons of beauty" that exist in painting, architecture, sculpture and décor.
Dining choices include a casual poolside eatery featuring a 24-hour pizzeria and extensive breakfast, lunch and dinner buffets, an elegant two-level formal restaurant, a patisserie, and an intimate "steakhouse-style" supper club. All of these options comprise Carnival's Total Choice Dining (SM), cruising's most comprehensive dining program offering the widest variety of culinary choices at sea. Additionally, 80 percent of Carnival Pride's 1,062 staterooms offer an ocean view with 80 percent of those featuring private verandahs.
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Carnival Corporation Reports Fourth Quarter & Full Year Earnings
MIAMI, Dec. 20 - Carnival Corporation reported net income of $116.3 million ($0.20 Diluted EPS) on revenues of $959.1 million for its fourth quarter ended November 30, 2001, compared to net income of $193.8 million ($0.33 Diluted EPS) on revenues of $850.3 million for the same quarter in 2000.
Net income for the year ended November 30, 2001, was $926.2 million ($1.58 Diluted EPS) on revenues of $4.54 billion, compared to net income of $965.5 million ($1.60 Diluted EPS) on revenues of $3.78 billion for the same period in 2000.
Fourth quarter 2001 net income was reduced by $33 million, comprised of an impairment charge of $39 million, primarily related to a write-down in the carrying value of two ships, net of a Costa tax benefit of $6 million. Fourth quarter 2000 included a Costa tax benefit of $27 million.
The company's fourth quarter comparable cruise results were also adversely affected by the September 11 terrorist attacks, which impacted all leisure travel. The significant reduction in demand for travel following the tragic events of September 11 resulted in the company reporting lower occupancies and prices during the 2001 fourth quarter. Comparable net revenue yields (net revenue per available berth day) for the quarter were down by approximately 7 percent compared to the fourth quarter of 2000.
Commenting on fourth quarter 2001 results, Carnival Corporation Chairman and CEO Micky Arison said that, "In light of the significant impact of the September 11 events on the vacation market, the achievement of quarterly net income of more than $116 million with occupancies of 98 percent is a testament to the strength of our vacation products."
Looking to 2002, Arison indicated that booking levels have started to recover from the significant slowdown in bookings experienced in the two months following September 11. During the last five weeks, net booking levels have been 45 percent above prior year levels, although cumulative advance bookings for 2002 still remain well behind last year's levels at this time. Arison also noted that 2002 pricing has improved but is still below last year's levels.
At the present time the company's advance booking occupancy levels for the first quarter of fiscal 2002, are approximately 92 percent, which is approximately seven percentage points behind the levels existing at the same time last year. Based on current pricing and booking trends, management presently expects that net revenue yields for the first quarter of 2002 will be down between 10 to 15 percent compared to last year.
Bookings for the second and third quarters of fiscal 2002 are also behind last year's levels at this time with occupancy down by approximately 11 percentage points each quarter. Pricing on these bookings is also down from the prior year. Arison indicated that, given the current booking trends, he is optimistic that net revenue yield comparisons for the remainder of 2002 will improve compared to the first quarter.
The company also recently changed the delivery schedule for Holland America's Vista-class newbuilds, assigning one slot to Cunard Line and signing an option on a fifth newbuild. The new delivery schedule for Holland America is as follows: Zuiderdam, November 2002; Oosterdam, June 2003; Vista #3, April 2004; Vista #4, October 2005; and option ship, May 2006. The new 85,000-ton Cunard ship is scheduled for delivery in January 2005, and will target the U.K. vacation market.
Based on these new delivery dates, the company's shipbuilding commitments for the fiscal years 2002 through 2005 are now estimated to be approximately $1.75 billion, $1.5 billion, $2.0 billion and $700 million, respectively. In addition, the year over year percentage increase in the company's average passenger capacity resulting from the delivery of ships currently under contract for fiscal 2002 through 2006 is expected to approximate 4.5 percent, 16.5 percent, 17.3 percent, 10.6 percent and 2.5 percent, respectively. Carnival does not expect to reschedule any further deliveries.
Arison pointed out that the company continues to be confident that the fundamental long-term drivers of its growth remain intact. "To enable us to overcome challenges in these times of increased uncertainty, as well as to take advantage of opportunities as they present themselves, it is important for us to maintain our solid operating margins and strong balance sheet." Carnival currently has more than $2.4 billion of cash, short-term investments and undrawn credit lines, and also relatively low debt levels. As a result of its financial strength and operating results, the company believes that it maintains the highest credit ratings in the leisure industry.
On December 16, 2001, the company announced its pre-conditional offer to acquire P&O Princess Cruises plc for approximately $4.6 billion in cash and Carnival common stock. Carnival has scheduled a conference call with analysts at 10 a.m. EST (3 p.m. UK time) today to discuss its fourth quarter and full year earnings. This call can be listened to live at the company's Web site at www.carnivalcorp.com.
Carnival Corporation is comprised of Carnival Cruise Lines, the world's largest cruise line based on passengers carried, Holland America Line, Costa Cruises, Cunard Line, Seabourn Cruise Line and Windstar Cruises. Carnival Corporation's various brands operate 43 ships in the Caribbean, Alaska, Europe, Mexican Riviera, South America and other worldwide destinations. Additional information can be obtained via Carnival Corporation's Web site at www.carnivalcorp.com.
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Nordic & Baltic Highlights combined on two cruises of Holland America's new Prinsendam
Seattle, Dec 19, 2001 - Cruise Norway's majestic fjords past crashing waterfalls, soaring cliffs and snow-capped mountains. Marvel at the treasures of the czars and acrobatic Siberian Cossack dancers in St. Petersburg. Explore the cosmopolitan capitals of Stockholm, Helsinki and Copenhagen, plus intriguing cities like Gdansk, Poland. Combine Nordic and Baltic aboard Holland America Line's new ms Prinsendam, which will sail two 14-day "Fjords & Fabergé" cruises next summer.
Debuting in June 2002, the 794-passenger Prinsendam will offer these exceptional cruises July 10 and Aug. 7. Departing from Amsterdam, the Prinsendam cruises the scenic North Sea Canal and calls at Esbjerg, Denmark, a first-time port for Holland America. From here, guests can take a optional tour to the medieval, half-timbered town of Ribe. The ship sails on to Stavanger, Norway and features scenic cruising of the Lysefjord past famous Pulpit Rock. It continues up the Norwegian coast, cruising into the spectacular Aurlands Fjord and Sognefjord and calling at the villages of Vik and Flam. The Prinsendam also spends a day each in the cities of Bergen and Kristiansand before departing Norway to cruise south through the Kattegat Sea and between Denmark's major islands into the Baltic. Arriving in Gdansk, guests enjoy a day exploring this Polish port, a showcase for exquisite Hanseatic architecture. Next the Prinsendam cruises the Baltic to St. Petersburg, Russia, where it spends two days and one night, plenty of time to see the fabulous Hermitage Museum and Catherine the Great's magnificent blue palace topped by gold onion domes. Or guests may opt for a tour to Moscow to see the majestic onion domes of St. Basil's Cathedral. Cruising on to Helsinki, Finland, guests enjoy a day exploring the city or opting for a tour north to Lapland. The Prinsendam continues on to Stockholm for a day, then cruises the scenic Stockholm Archipelago south to Karlskrona, Sweden, a first-time port for Holland America. The cruise concludes in cosmopolitan Copenhagen.With Early Booking Savings of 38%, cruise fares for the "Fjords & Fabergé" cruise start at US$3,329 [CAN$4,819] per person, double occupancy, including port charges.
Prinsendam Features Advantageous Capacity
Holland America's new Prinsendam accommodates just 794 guests, giving the 38,000-ton ship an enviable space ratio of 48.5, one of the highest in the industry. It also makes the Prinsendam ideal for cruising narrow fjords and visiting smaller ports. The Prinsendam features eight passenger decks, plus 15 public rooms and boutiques. Of the 393 staterooms, 93%, or 366 staterooms, have an ocean view, and 36% of those, or 141 staterooms, offer private verandahs.
The ship also provides a full spa and fitness center, Internet center, outside pools, wrap-around promenade deck, theater, show lounge, library, Lido restaurant, and several public lounges. The Prinsendam will sail a total of 24 cruises ranging in length from 10 to 24 days during its inaugural year. Two of these will be 14-day "Baltic Summer" cruises June 26 and July 24. They alternate with the "Fjords & Fabergé" cruises and visit most of the same Baltic ports, plus Tallinn, Estonia; Riga, Latvia; Klaipeda, Lithuania; Visby, Gotland, and Kalmar, Sweden; Warnemunde, Germany; and the Kiel Canal.
About Holland America Line
Holland America's premium cruises feature spacious staterooms, superb dining, renowned service, casino, first-rate entertainment, duty-free on-board shops, internet centers, the Club HAL children's program, the "Passport to Fitness" activity program and complete fitness center. Holland America Line has 11 luxury ships sailing to more than 280 ports of call and scenic cruising destinations on all seven continents, including Antarctica.
In 2002, Holland America Line will offer 360 sailings within a half-day's drive of 40% of North American households and departing from 15 North American home ports. Affordable air arrangements are available through the Home City Air program and Holland America offers the only trip cancellation program in the industry that offers cash back for canceling for any reason prior to 24 hours before departure.
Holland America Line is the highest-rated premium cruise line in the world in the 2001 "Travel & Leisure" magazine "World's Best" Awards and one of the word's three highest rated large-ship cruise lines in the 2001 "Conde Nast Traveler" Readers' Choice Awards. The company also has won its 10th consecutive "Best Overall Cruise Value" award from the World Ocean & Cruise Liner Society (WOCLS). For more information, consult a professional travel agent, call 1-877-SAIL-HAL (877-724-5425) or visit www.hollandamerica.com.
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Royal Caribbean reaffirms its commitment to
P&O Princess Cruises merger
Miami, Dec 19, 2001 - Royal Caribbean Cruises, Ltd today reaffirmed its commitment to the merger it has signed with P&O Princess Cruises plc that was announced on November 20, 2001.
Richard Fain, Chairman and Chief Executive Officer of Royal Caribbean said, "Royal Caribbean supports P&O Princess' decision to postpone their EGM, in order to give its shareholders time to fully consider their alternatives. I am convinced that the merger we have agreed with P&O Princess will provide both sets of shareholders the greatest long-term value going forward, and that P&O Princess shareholders will recognize that the transaction with Royal Caribbean is superior in all respects to the takeover proposal from Carnival."
Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates Royal Caribbean International, Celebrity Cruises, and Royal Celebrity Tours. In addition, the company owns a 50% share of Island Cruises, a cruise joint venture with First Choice Holidays aimed at the European market. Royal Caribbean International and Celebrity Cruises are two of the world's leading cruise brands and have a combined total of 23 ships in service with a passenger capacity of 47,400. In addition, the company has six ships under construction or on firm order through 2004 for an additional 14,600 berths. Royal Celebrity Tours operates land-tour vacations in Alaska, Florida, British Columbia, and Europe and maintains a fleet of glass domed railcars and motorcoaches to support its Alaska tour operations. Island Cruises will operate the 1,512 passenger Island Breeze in Europe beginning the summer of 2002.
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P&O Princess Outlines Timetable for Shareholder Approval
LONDON, Dec. 19 - P&O Princess Cruises plc today reaffirms its commitment to the merger it has agreed with Royal Caribbean Cruises Ltd. that was announced on November 20, 2001. The Board of P&O Princess remains convinced that the merger has already and will continue to create significant shareholder value. P&O Princess and Royal Caribbean have complementary brands and a strong strategic fit. The agreed merger allows P&O Princess shareholders to participate fully in the upside potential of the combined group. The DLC structure will allow P&O Princess to retain its primary listing in London and its inclusion in the FTSE All-Share Index, thereby avoiding flowback. The Board believes that the transaction with Royal Caribbean is deliverable and will create the world's leading cruise group and a strong competitor to Carnival Corporation.
The Board of P&O Princess continues to believe that Carnival's recent unsolicited takeover proposal contains too many pre-conditions to be recommended to its shareholders. In particular, Carnival is asking shareholders to vote down the Royal Caribbean merger in favor of a takeover proposal that might not be made until October 2002 (or might not ever be made), if Carnival persists with its regulatory pre-conditions. The Board also believes that, even if Carnival did make a proper offer on the terms proposed, it would not be as favorable financially and would face greater execution risk than the agreed merger with Royal Caribbean.
Accordingly, P&O Princess continues to move toward completion of its transaction with Royal Caribbean. Before the end of December, P&O Princess intends to post its shareholders' circular recommending that shareholders approve, at an EGM, the merger with Royal Caribbean. In order to give its shareholders time to consider fully their alternatives in light of Carnival's intervention, P&O Princess will hold the EGM more than six weeks later on February 14, 2002. Copies of all agreements with Royal Caribbean will be made publicly available when the shareholders' circular is posted.
The agreement with Royal Caribbean contains provisions which provide a timetable under which the Board of P&O Princess could consider alternative proposals. Based upon these provisions, the Board of P&O Princess is setting forth the following timetable. If Carnival makes an offer before January 18, 2002 that the P&O Princess Board believes is credible and superior, then the Board will have sufficient time to consider and discuss the offer with Carnival. Under this timetable, P&O Princess shareholders would have sufficient time prior to the EGM to consider both alternatives together with the Board's recommendation.
Peter Ratcliffe, Chief Executive Officer of P&O Princess, said, "We must be absolutely certain that we are not jeopardizing our merger with Royal Caribbean, a committed partner, in return for a proposal which simply turns out to be a spoiling tactic designed to disrupt the creation of significant value for P&O Princess' shareholders. The timetable we have set in place today both honors our agreement with Royal Caribbean and still gives time for Carnival to put forward a credible, deliverable and more valuable transaction."
Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe) Limited, which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for P&O Princess Cruises plc and no one else in connection with the proposal from Carnival and will not be responsible to anyone other than P&O Princess Cruises plc for providing the protections afforded to customers of Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe) Limited or for providing advice in relation to the approach. This announcement does not constitute a recommendation regarding the purchase or sale of the ordinary shares of P&O Princess or the common stock of Royal Caribbean or shares of Carnival. Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned.
This announcement does not constitute an offer or invitation to purchase any securities or a solicitation to vote in favor of the proposed combination with Royal Caribbean. Any shareholder action required in connection with the proposed combination with Royal Caribbean will only be set out in documents to be published in due course and any decision made by shareholders should be made solely on the basis of information provided in those documents.
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Carnival Corporation Response To P&O Princess Cruises plc
LONDON, Dec. 19 - Carnival notes the announcement made this morning by P&O Princess that it will delay its EGM only until 14 February 2002.
Carnival has today again requested a meeting with P&O Princess in order to reduce the pre-conditionality of its Offer. Carnival has consistently sought to provide as much certainty as possible for P&O Princess Shareholders. Accordingly Carnival again requests that P&O Princess provides the information for Carnival to be able to reduce the pre-conditionality of its Offer.
Describing Carnival's Offer as a spoiling tactic is tantamount to accusing Carnival and its advisers of creating a false market in P&O Princess Shares, in breach of the Takeover Code and the Financial Services Authority (FSA) Code of Market Conduct. Carnival utterly repudiates any such suggestion.
Carnival wishes to correct the misleading announcement made by P&O Princess this morning:
-- Carnival's Offer is not seeking to force P&O Princess Shareholders to vote down the merger proposal. Instead, Carnival is proposing that the board of P&O Princess should, in the interests of its shareholders, delay the EGM until the regulators have concluded their review of both proposals. Carnival wishes to ensure that a level playing field is established in order that P&O Princess Shareholders can then consider both proposals on the basis of value.
-- Both proposals are conditional on regulatory approval and neither combination can proceed without, inter alia, US antitrust clearance.
Micky Arison, the Chairman and Chief Executive of Carnival, said, "We are not spoilers. We have talked to P&O Princess about a combination of our two businesses over a long period of time. The only spoiling tactics are the poison pills entered into by the P&O Princess board, which have destroyed shareholder value and which have been entered into in the full knowledge of our longstanding interest in P&O Princess."
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. 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.
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CRYSTAL CRUISES ANNOUNCES 2003 DEPLOYMENT
FOR EXPANDED FLEET
Luxury Line Offers 63 Sailings In All Seven Continents
LOS ANGELES, Dec 19, 2001 - Luxury cruise specialist Crystal Cruises has set its worldwide destinations for 2003, including the European and North American inaugural season of the line's third ship, Crystal Serenity. With the launch of Crystal Serenity in mid-year, Crystal Cruises increases its capacity by nearly 60%. The roster of cruises features 63 sailings, ranging in length from seven to 104 days, calling in more than 170 different ports in 55 countries.
New for 2003 will be the line's first-ever Ft. Lauderdale departure for Crystal Symphony's eighth annual World Cruise, a 104-day journey to four continents, including the line's first voyage to Antarctica; a late fall South America series for the first time since 1997; more Alaska cruises; and, with a three-ship fleet, 50% more choices of sailing destinations. The 63 sailings for 2003 include ten maiden calls for the line: Huahine, French Polynesia; Launceston and Exmouth, Australia; Deception and King George Islands in Antarctica; Nagoya, Japan; St. John's, Newfoundland; Greenok, Scotland; Dikili, Turkey; and Norfolk, Virginia.
Crystal Serenity's inaugural season will begin in July 2003, with a series of Western Europe and Mediterranean cruises through October. She will cross the Atlantic for the first time, sail the Caribbean, transit the Panama Canal, and conclude her first year of service with a Mexican Riviera holiday cruise round-trip from Los Angeles.
A Caribbean cruise will start the winter schedule for Crystal Symphony, followed by her eighth consecutive World Cruise, on a new route from Ft. Lauderdale to Los Angeles, through the Caribbean, South America, Antarctica, Polynesia, New Zealand, Australia and Hawaii. The following cruise will be a Panama Canal voyage from Los Angeles, so travelers may extend the World Cruise for a round-trip Ft. Lauderdale voyage. Crystal Symphony will cross the Atlantic, to spend the rest of spring and summer in Europe, the Baltic and the British Isles. Another Trans-Atlantic crossing will take her to autumn in Canada and New England, followed by a U.S. East Coast cruise, a series of four South America voyages and a Caribbean holiday, round-trip from Ft. Lauderdale.
Crystal Harmony will begin 2003 with a series of winter Panama Canal cruises, followed by a Trans-Pacific voyage. She will cruise the Orient for most of the spring before crossing the Pacific for a summer in Alaska. From September through the end of the year, she will offer various Panama Canal and Caribbean itineraries, with a Christmas/New Year's holiday cruise round-trip from New Orleans.
A 16-page 2003 Cruise Guide including full itineraries and pricing will be available in January. This is Crystal Cruises' first publication of all 2003 itineraries, including Crystal Serenity's inaugural season. The 68,000-ton, 1,080-guest Crystal Serenity will feature an even greater space-per-guest ratio than her sister ships. Plans include expanded areas for spa services and other athletic, cultural and intellectual pursuits. Within a range of luxury accommodations, the line will increase its number of penthouses and enlarge its deluxe staterooms with verandahs. Approximately 85% of its all outside staterooms and suites will offer private verandahs.
The 50,000-ton, 940-guest sister ships, Crystal Harmony and Crystal Symphony are two of the most spacious and luxurious vessels cruising the world. Their unique size in the luxury market allows for smooth sailing and a wide range of innovative facilities, generous amenities and elegant accommodations. The Six-Star rated liners feature grand lounges, a full-service fitness facility, Computer University@Sea, the only Caesars Palace at Sea casino afloat, a lavish spa adhering to the principles of Feng Shui, expansive decks, two pools, award-winning cuisine and entertainment, and exquisitely-appointed staterooms, more than half of which offer private verandahs.
The luxury liners are operated by Crystal Cruises, winner of the travel industry's most distinguished hospitality awards and guidebook ratings. For the sixth consecutive year, Crystal Cruises was named best large-ship line in the 2001 readers' surveys conducted by Condé Nast Traveler and Travel + Leisure magazines. Crystal Cruises is booked exclusively through professional travel agents. For a complimentary 2003 Cruise Guide, please call 800.820.6663. Visit the luxury line's web site at www.crystalcruises.com.
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FAMILY OF 40 CELEBRATE ON THE HIGH SEAS
Royal Caribbean's Voyager of the Seas Is Venue For Four-State Family Reunion And Birthday/Holiday Celebration
Miami, Dec 17, 2001 - A California man granted his wife the 50th birthday wish of her lifetime by bringing together 40 family members from four states for a "royal" birthday and holiday celebration onboard Royal Caribbean International's Voyager of the Seas, departing from Miami on December 23 for a seven-night holiday cruise. Patricia Malmed of Pleasanton, California will be joined by eight of her nine siblings, their 13 children, her parents, in-laws, several nieces and nephews, and two four-year old grandchildren to celebrate her golden milestone, which falls on Christmas Day.
"This year, more than ever, I wanted all my family members together in one location, and my dear mother not to have to make special preparations this holiday season," she said. "A cruise on Voyager of the Seas with its myriad of activities for all ages and personalities is the ideal place for our celebration." Family members from California, New York, Georgia and Florida will join Malmed for the cruise.
According to Malmed, it has been 12 years since the entire family was together for the holidays, and the first time she and her siblings have taken a vacation together since they were kids.
"Royal Caribbean is always pleased to help our guests celebrate special occasions," said Jack Williams, president & chief operating officer, Royal Caribbean International and Celebrity Cruises. "We send best wishes for her special day, and the season, from our Royal Caribbean family to hers."
Royal Caribbean International is a global cruise brand with 15 ships in service and five under construction or on firm order. For additional information about the cruise line, visit the company's Internet web site at www.royalcaribbean.com.
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Sail 'Big Band' Style Aboard Holland American Line Caribbean, Panama Canal, and Transatlantic Itineraries
Seattle, Dec 17, 2001 - Holland America Line is swingin' and boppin' on the high seas next year with entertaining 'Big Band' theme cruises on four special sailings featuring the Tommy Dorsey Orchestra, Guy Lombardo's Royal Canadians and others. Big band cruises sail to the Panama Canal, Caribbean and across the Atlantic.
"With the rebirth of big band, many first-time and repeat passengers look forward to these themes cruises," said Bill Prince, director of entertainment. "Passengers will often wait to finalize their travel plans until they know which sailings will offer their favorite band."
Passengers are invited to sail the seas and compete in dance contests when not busy exploring fascinating ports of call. In addition to other activities, daily movie classics featuring the big-band sound will air in staterooms daily. Each exclusive sailing also features six social hosts who provide dinner and dancing company for single ladies.
Big band enthusiasts can swing with the Sammy Kaye Orchestra April 5, 2002 on a 10-day Caribbean cruise round-trip from Fort Lauderdale. The 1,440-passenger ms Volendam will stop at Kralendijk, Bonaire; El Guamache, Isla de Margartia, Venezuela; Castries, St. Lucia; Roseau, Dominica; St. Thomas, U.S. Virgin Islands; and Half Moon Cay, Bahamas. Double occupancy fares start at US$1,189 [CDN $1,789].
Join the Tommy Dorsey Orchestra on November 11, 2002 aboard the 1,380-passenger ms Amsterdam. Dance the nights away on the 10-day Caribbean cruise round-trip from Fort Lauderdale. The Amsterdam will call upon Willemstad, Curacao; La Guaira/Caracas, Venezuela; Port of Spain, Trinidad; Fort-de-France, Martinique; St.Thomas, US Virgin Islands; and Half Moon Cay, Bahamas. Prices begin at US$1,289 [CDN $1,869], based on double occupancy.
If a Panama Canal itinerary sounds more appealing, cruise the Canal with the Harry James Orchestra. The ms Amsterdam 16-day sailing leaves Fort Lauderdale for Seattle May 2, 2002. Stops include Half Moon Cay, Bahamas; Cartagena, Colombia; Puerto Quetzal, Guatemala; Santa Cruz Huatulco, Acapulco and Cabo San Lucas, Mexico; and Seattle, Washington. Double occupancy fares start at US$2,069 [CDN $2,999].
Travelers can join Guy Lombardo's Royal Canadians aboard Holland America's newest ship, the ms Prinsendam, on her maiden voyage. The 794-passenger ship begins its 10-day Transatlantic sailing from New York to London June 3, 2002. Ports of call include Halifax, Nova Scotia; Cobh, Ireland; and Plymouth, England. Double occupancy fares start at US$1,499 [CDN $2,278].
About Holland America Line
Holland America's premium cruises feature spacious staterooms, superb dining, renowned service, casino, first-rate entertainment, duty-free on-board shops, internet centers, the Club HAL children's program, the "Passport to Fitness" activity program and complete fitness center. Holland America Line has 11 luxury ships sailing to more than 280 ports of call and scenic cruising destinations on all seven continents, including Antarctica.
In 2002, Holland America Line will offer 360 sailings within a half-day's drive of 40% of North American households and departing from 15 North American home ports. Affordable air arrangements are available through the Home City Air program and Holland America offers the only trip cancellation program in the industry that offers cash back for canceling for any reason prior to 24 hours before departure.
Holland America Line is the highest-rated premium cruise line in the world in the 2001 "Travel & Leisure" magazine "World's Best" Awards and one of the word's three highest rated large-ship cruise lines in the 2001 "Conde Nast Traveler" Readers' Choice Awards. The company also has won its 10th consecutive "Best Overall Cruise Value" award from the World Ocean & Cruise Liner Society (WOCLS). For more information, consult a professional travel agent, call 1-877-SAIL-HAL (877-724-5425) or visit www.hollandamerica.com.
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SEABOURN EXPANDS AIR-INCLUSIVE FARES TO EUROPE, ASIA
Free Economy Class, Business Class upgrades from $995, plus savings to 30%
MIAMI, Dec 17, 2001 - Seabourn Cruise Line has announced a promotion expanding its offer of free economy class airfare included with cruises in Europe and Asia aboard its intimate, 104-couple Yachts of Seabourn: Seabourn Pride, Spirit and Legend. The promotion includes the line's most popular destinations and seasons, such as 14-day cruises of Thailand, Vietnam and Myanmar, as well as 10- or 11-day cruises of China, Korea and Japan and cruises of seven to 14 days in the Mediterranean and Northern Europe throughout 2002. In addition, business class upgrades can be purchased for as little as $995. The airfare offer is valid from 23 major North American airline gateways in the US and Canada, and is combinable with most of the line's other savings, including Early Booking Savings of up to 30 percent off the published fares. With these savings, air-inclusive fares for Asia start from $4,199 per person, double occupancy and Europe air/sea fares start from $2,799 per person, double occupancy.
"By including airfare, while still maintaining our Early Booking Savings, we are making it easy to book with us and providing another added value for the consumer on the most exclusive and luxurious cruises available in Asia and Europe," said Rick Meadows, Seabourn senior vice president of sales and marketing.
The free airfare is now offered on a total of 51 departures of the company's three elegant, all-suite ships. It is also available on seven- to nine-day segments of most Europe cruises. Business class upgrades are offered on many of the longer European cruises for $995 from Eastern gateways, $1,295 from Central gateways and $1,495 from Western gateways. For 15 Asia cruises, business class upgrades start from $1,295 per person.
Six of the 10- or 11-day Asia cruises are also available as 12- or 13-day Seabourn Journeys, with an included, fully-escorted land extension exploring Beijing, China and its surroundings including the Ming Tombs and the Great Wall.
"We believe that virtually everyone who wants to cruise China will also want a stay in Beijing," said Meadows. "This way, our guests can be assured that they will enjoy China from beginning to end in Seabourn Style."
In addition to the renowned service, cuisine and accommodations that have earned Seabourn top ratings, all 2002 cruises aboard the Yachts of Seabourn will feature a complimentary Exclusively Seabourn shoreside experience for all guests in one port of call, as well as value-packed onboard enhancements including open bars throughout the cruise; free Massage Moments for guests on deck; Pure Pampering beauty and wellbeing products and a menu of aromatherapy bathing preparations from Molton Brown, London in all suites and more.
The air-inclusive promotion is featured in the recently published revised 2002 brochure for the Yachts of Seabourn. The handsome, 48-page full color brochure is available by calling Seabourn at 1-800-929-9391 or it can be ordered from the company's website at www/seabourn.com.
The yachts of Seabourn provide the ultimate in small-ship, ultra-luxury cruise vacations to the most desirable destinations on earth. The Seabourn fleet includes Seabourn Pride, Spirit and Legend.
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CARNIVAL ROLLS OUT NEW LINE OF BRAND-NAME LUGGAGE
MIAMI (12/17/01) - Just in time for the holidays, Carnival Cruise Lines has launched the new Carnival Luggage Collection, becoming the first cruise line to introduce its own line of brand-name travel products. The new designer collection consists of three-piece soft-sided luggage sets for both adults and children and is available at specialty retailers and department stores nationwide, including Bentley's Luggage and Gifts, Rich's Department Stores, El Portal, and Travel 2000.
According to Carnival President Bob Dickinson, the new Carnival Luggage Collection is a natural extension of the "Fun Ship" brand and represents a unique and innovative means for building upon the line's strong top-of-mind awareness with consumers. "There's an obvious association between luggage and travel and the new Carnival Luggage Collection expands upon that concept, providing high quality, moderately priced travel products while reinforcing the Carnival brand," he said.
The three-piece set for adults consists of 22- and 26-inch expandable "rollaway" uprights and a tote bag made of durable blue fabric featuring the Carnival name and logo. The children's set, which includes a 15-inch "rollaway" upright, a backpack and a waist pack, is made of red and blue fabric and features the playful dolphin logo of the line's top-rated children's program, "Camp Carnival."
Packaged in a colorful box featuring images depicting the various facets of the "Fun Ship" cruise experience, both the adult and children's luggage sets are classically styled and include multiple zippered areas for storage. The new Carnival Luggage Collection was created by Boca Raton, Fla.-based Travelpro International, one of the largest suppliers in the luggage industry. Midland Park, N.J.-based Marathon Projects negotiated the agreement.
Commented Kim Ballis, CEO of Travelpro International, the manufacturer of the new luggage line, "We're very pleased to work with Carnival in creating this new line of luggage for today's vacationers. This stylish collection represents Travelpro's first license agreement and we believe the new Carnival line will quickly become the number one brand in the moderately priced luggage market," he said.
Carnival is the largest and most popular cruise line in the world, with 16 "Fun Ships" operating voyages from two to 17 days in length to the Bahamas, Caribbean, Mexican Riviera, Alaska, Hawaii, the Panama Canal, New England, Canada, Bermuda and Europe. The line currently has five new ships scheduled for delivery between now and 2004. The line's newest "Fun Ship," the 88,500-ton Carnival Pride, is scheduled to enter service Dec. 30. Founded in 1987, Travelpro International, Inc. is a leading manufacturer of innovative luggage designed for traveling professionals and is used by over 425,000 airline flight crew members worldwide. Travelpro's founder is credited with inventing the first soft-sided vertical wheeled carry-on, known as the Rollaboard. The manufacturer's suggested retail price for the adult and children's three-piece luggage sets is $220 and $75, respectively.
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The proposal letter from Carnival Corp to Princess Cruises
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Carnival Corp Announces Pre-Conditional Offer for Princess Cruises
LONDON, Dec. 16 - Carnival Corporation announced the terms of a pre-conditional offer to acquire all of the outstanding shares of P&O Princess Cruises.
Under the terms of the pre-conditional offer, P&O Princess Cruises' shareholders would receive 200 pence in cash and 0.1361 Carnival shares for each P&O Princess Cruises share. Based on the New York Stock Exchange closing price of a Carnival share of $27.30 on Dec. 14, 2001, the last business day prior to the date of the announcement of the offer, the value of the offer is approximately 456 pence per share, a premium of 44 percent to the closing middle market price of 317 pence per P&O Princess Cruises share on November 19, 2001, the last business day prior to the announcement of P&O Princess Cruises' proposed transaction with Royal Caribbean Ltd. It represents a premium of 27 percent to the closing middle market price of 360 pence per P&O Princess Cruises share on Dec. 14, 2001, the last business day prior to Carnival's offer announcement.
"We believe that our proposal is in the best interest of P&O Princess Cruises' shareholders," said Carnival Corporation Chairman and CEO, Micky Arison. "The proposed combination of Carnival Corporation and P&O Princess Cruises creates a global vacation and leisure company with an enhanced offering of complementary brands and greater geographic reach. We are offering P&O Princess Cruises' shareholders the opportunity to share in the future successes that we believe the combined management teams will bring to this enlarged group," he explained.
Arison went on to say that Carnival believed that the Royal Caribbean proposal would leave P&O Princess Cruises' shareholders with an investment in a less attractive entity with greater financial risk and on terms which give Royal Caribbean shareholders a greater proportion of the ownership of the combined group than is merited by its profit contribution to the combined group's net income.
Carnival has made several approaches to P&O Princess Cruises in the past two years, most recently on September 24, 2001, less than 9 weeks before the proposed merger with Royal Caribbean was announced. "We were quite surprised by the announcement and its terms, particularly the break fee and Southern European Joint Venture, given that P&O Princess Cruises senior management ignored our approach although they were acutely aware of our ongoing keen interest in entering into discussions," Arison said.
If successful, the proposed transaction is expected to be accretive to Carnival Corporation's earnings per share in the first full financial year after the combination. (This statement should not be interpreted to mean that the earnings per Carnival Share for the current or future financial years will necessarily match or exceed the historical published earnings per Carnival Share.)
On Thursday, Dec. 13, 2001 Carnival Corporation submitted a proposal letter outlining a combination with P&O Princess Cruises to the P&O Princess Cruises' board. Late today, P&O Princess Cruises advised Carnival that it was rejecting the proposal. Carnival has therefore decided to communicate the offer directly to P&O Princess Cruises shareholders. A full copy of the pre-conditional announcement and slides for the analyst presentation is posted on Carnival's website under www.carnivalcorp.com.
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Princess Cruises Rejects Pre-Conditional Proposal From Carnival Corp
LONDON, Dec. 16 - The Board of P&O Princess states that, at the end of last week, Carnival conveyed its interest in a possible transaction with P&O Princess. Carnival's proposal is subject to several pre-conditions including regulatory approval and financing. Over the weekend, the Board has carefully considered Carnival's proposal and reviewed it with its financial and legal advisors. Based on this review, the Board has concluded that the proposed dual listed company transaction with Royal Caribbean remains the most attractive alternative for P&O Princess shareholders.
The Board believes, and has been advised, that the Carnival proposal is not as favorable financially to P&O Princess shareholders and would face greater execution risk than the transaction with Royal Caribbean. In light of this, and in accordance with the terms of P&O Princess's agreement with Royal Caribbean in relation to alternative proposals, the Board has communicated this in writing to Carnival. A summary of the principal terms of Carnival's proposal is attached to this announcement.
In particular, the Board believes that Carnival's cash and share proposal:
-- would not offer P&O Princess shareholders the value and upside potential which it expects will be generated by the DLC combination with Royal Caribbean
-- does not represent an irrevocable commitment to make and maintain an offer and is subject to a number of pre-conditions, including financing and regulatory approvals
-- would not permit P&O Princess shareholders to retain shares included in the FTSE All Share Index, resulting in potentially significant flowback
-- is subject to greater regulatory risk in the United States and the European Union.
The Board, which is being advised by Schroder Salomon Smith Barney, therefore confirms that it continues to recommend the proposed combination with Royal Caribbean to shareholders.
Peter Ratcliffe, Chief Executive Officer of P&O Princess, said: "Our response to Carnival is based on two clear criteria - value for our shareholders and deliverability. Their proposal falls short on both counts. Through our combination with Royal Caribbean, our shareholders will participate in the significant benefits of creating a world leading competitor to rival Carnival."
Lord Sterling of Plaistow, Chairman of P&O Princess, said: "We made it clear on announcing the Royal Caribbean combination that we were creating a truly formidable company that would go from strength to strength. Our response to Carnival simply recognizes that their proposition will not deliver the same value for our shareholders."
Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe) Limited, which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for P&O Princess Cruises plc and no one else in connection with the proposal from Carnival and will not be responsible to anyone other than P&O Princess Cruises plc for providing the protections afforded to customers of Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe) Limited or for providing advice in relation to the approach.
This announcement does not constitute a recommendation regarding the purchase or sale of the ordinary shares of P&O Princess or the common stock of Royal Caribbean or shares of Carnival. Shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. This announcement does not constitute an offer or invitation to purchase any securities or a solicitation to vote in favor of the proposed combination with Royal Caribbean. Any shareholder action required in connection with the proposed combination with Royal Caribbean will only be set out in documents to be published in due course and any decision made by shareholders should be made solely on the basis of information provided in those documents.
Summary of Principal Terms of Carnival's Proposal
Carnival stated that its proposal was intended only to convey its interest in a possible transaction with P&O Princess and should not be construed in any regard as constituting an offer or evincing an intention to make an offer. Carnival also reserved the right to terminate any discussions immediately and without any obligation on its part whatsoever.
The following is a summary of the principal terms of Carnival's proposal:
* Subject to the pre-conditions described below, Carnival is prepared to make an offer on the following basis:
for each P&O Princess share: 200p in cash and 0.1361 Carnival shares
* On the basis of a Carnival share price of $26.55 (being the price at the close of business on 12 December 2001) and an exchange rate of $1:0.692 pounds sterling, Carnival values its offer at 450p for each P&O Princess share and the entire share capital of P&O Princess at 3.1 billion pounds.
* The cash component of the offer is to be financed through Carnival's existing resources and new facilities and, as described below, Carnival's arranging funding for the offer on terms satisfactory to it is a pre-condition to their proceeding with the offer
* Carnival intends to provide the cash element of the offer under a mix and match structure
* As a pre-condition to proceeding with its offer, Carnival requires the following issues to be resolved:
1. Carnival having received all information which was provided by P&O
Princess to Royal Caribbean,
2. the Board of P&O Princess either not convening the EGM for the
approval of the combination with Royal Caribbean or recommending
that its shareholders vote against the combination
3. Carnival having received appropriate regulatory clearances in a
form satisfactory to it, including clearance from the relevant
antitrust authorities, in particular those in the EU and US
4. Carnival being satisfied that the cost to P&O Princess of
terminating the joint venture with Royal Caribbean in the event of
Carnival's offer becoming wholly unconditional will not be in
excess of US$200 million
5. The Board of P&O Princess undertaking that in the period from 13
December 2001 until Carnival's offer becomes wholly unconditional,
P&O Princess will not pay dividends in excess of US$0.03 per P&O
Princess share each quarter, and
6. Carnival having arranged funding for its offer on terms
satisfactory to it
* Carnival envisages that the pre-conditions numbered 1, 2, 4 and 5 above would be resolved prior to their announcing the offer
* Carnival stated that it is willing to secure the relevant funding prior to announcement if necessary to secure the recommendation of the Board of P&O Princess
* Carnival also intends to seek a listing of its shares on the London Stock Exchange
* Carnival has indicated that if P&O Princess can reduce or eliminate the cost of terminating its transactions with Royal Caribbean, Carnival is prepared to increase the value of their offer
* Carnival also stated that it is prepared to discuss alternative transaction structures, including a dual listed company structure
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Unless otherwise noted, all news items are sourced by individual cruise lines, cruise-related industries, and their agents.
