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
12 February 2002
CARNIVAL CORPORATION
--------------------------------------------------------------------------------
ANTITRUST POSITION
Carnival continues to believe, and has been so advised, that there is no
material difference in the regulatory analysis between a Carnival/P&O Princess
combination and a Royal Caribbean/P&O Princess combination. Carnival strongly
believes that its Increased Offer is as deliverable as the Royal Caribbean
Proposal.
In the light of P&O Princess' continued rejection of Carnival's offer on the
grounds of antitrust concerns, Carnival has today written to P&O Princess to
request a meeting to discuss the antitrust position in detail. A copy of the
letter is attached.
US
Carnival filed for antitrust clearance under the Hart Scott Rodino Act on 21
December 2001. On 22 January 2002, Carnival announced that, as expected, it had
received a request for additional information from the Federal Trade Commission
(the "FTC") with respect to a Carnival/P&O Princess combination. On 24 January
2002, P&O Princess acknowledged that it had received a similar request from the
FTC with respect to both Carnival's offer and the Royal Caribbean Proposal. On
25 January 2002, Royal Caribbean announced that it had received a similar
request from the FTC in respect of the Royal Caribbean Proposal. There has been
no change to Carnival's expectation that the FTC will conclude its antitrust
review of both Carnival's offer and the Royal Caribbean Proposal on the same
timetable.
EUROPE
Carnival's offer is subject to review by the European Commission. Carnival has
had and is continuing its substantive discussions with the European Commission
in Brussels. Carnival's filing is in an advanced stage and will be filed with
the European Commission before the end of February. Accordingly, Carnival and
its advisors continue to expect that the EU antitrust review should be concluded
before the FTC decision is known, based on the normal EU timetable.
The decision by the UK Secretary of State for Trade and Industry to refer the
Royal Caribbean Proposal to the Competition Commission does not affect the
advice that Carnival has received about the prospects for clearance of its offer
by the European Commission. Carnival notes that the reference to the Competition
Commission refers to issues which are specific to Royal Caribbean and P&O
Princess in the UK. The outcome of the UK antitrust process for the Royal
Caribbean Proposal will not be known until late May at the earliest.
CARNIVAL'S COMMITMENT TO OBTAINING CLEARANCE
Carnival wishes to confirm that it has had no discussions with US or EU
antitrust regulators relating to the disposal of any of its businesses, whether
Carnival Cruise Lines, Costa, Cunard, Holland American Lines, Seabourn,
Windstar, Holland American Tours or other. Nevertheless, Carnival confirms it
would be prepared to consider making such non-material disposals as the
regulators may require in order to obtain regulatory clearance, and will work
constructively with the antitrust regulators in the US and Europe to enable it
to complete its offer for P&O Princess. The materiality of any such disposals
could only be assessed in the context of actual discussions with the appropriate
regulatory authority at the relevant time.
A description of Carnival's businesses is set out in Appendix I to this
announcement.
Attached is the text of the letter sent today by Carnival to Peter Ratcliffe,
Chief Executive Officer of P&O Princess.
"
12 February 2002
Dear Peter
We are pleased that you have acknowledged that our Increased Offer is at a level
which reflects a "realistic" value for P&O Princess. We remain concerned,
however, that you have not acknowledged that our offer is as deliverable as the
Royal Caribbean Proposal on antitrust grounds.
We understand that you may be restricted from speaking to us under the terms of
your contractual arrangements with Royal Caribbean. However, if you are able to
meet us without breaching these arrangements, we would like to present to you in
detail our analysis on the antitrust position and why we believe that our offer
faces no greater risk than that faced by the Royal Caribbean Proposal. We have
received detailed advice from our US and European antitrust lawyers, Hogan &
Hartson and Herbert Smith, on this matter and are firmly of the view that both
proposals face similar antitrust issues and that both investigations will
involve the same data and be conducted under the same legal standards and on
essentially the same timetable.
We are also concerned that you have questioned our commitment to seeing our
offer through the antitrust process and taking whatever steps are reasonably
required to consummate our offer. You have stated that through your discussions
and negotiations with Royal Caribbean you have satisfied yourself that Royal
Caribbean is willing to take such steps, although you have to our knowledge not
commented on what those steps could be. We have publicly confirmed our
commitment to our offer, including in our announcement of 4 February 2002, where
we stated that we were "fully committed.... to pursuing the regulatory reviews
in the US and Europe to their ultimate conclusion". However, the comments that
you have made seem to support our view that the level of comfort you are seeking
can only be obtained through dialogue and cannot be satisfied through legal
language and contractual commitments. We are therefore proposing a meeting to
discuss these issues and to demonstrate the commitment we have to seeing through
the antitrust process.
We would like to take this opportunity to reaffirm that Carnival is prepared to
discuss a DLC or similar structure but we have been advised that the DLC
structure under the Royal Caribbean Proposal could be defective and, unless
remedied, could result in a material US federal income tax liability. It is not
feasible for us to offer an alternative structure equivalent to the Royal
Caribbean Proposal on a unilateral basis, but Carnival is prepared to work in
good faith with P&O Princess in order to implement a tax efficient structure.
Carnival envisages that the economic interest of P&O Princess under a DLC
structure with Carnival would reflect the valuation of P&O Princess as set out
in the Increased Offer.
I am currently in London and free to meet with you at any time to discuss the
above. I firmly believe that such a meeting will enable you to understand that
our offer is as deliverable as the Royal Caribbean Proposal and that such a
meeting is in the interest of your shareholders.
I look forward to hearing from you shortly,
Yours sincerely
M. Arison
Chairman and CEO
"
ENQUIRIES:
CARNIVAL Telephone: +44 20 7831 3113
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
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 7 February 2002.
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 Revised 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 Revised 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 1 per cent. or more of any class of
securities of P&O Princess or Carnival is generally required under the
provisions 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
16 December 2001 until the first closing date of the Revised Offer or, if later,
the date on which the Revised 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 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 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 REVISED OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND
OTHER DOCUMENTS RELATING TO THE REVISED 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 REVISED
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 REVISED OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH
RESPECT TO THE REVISED OFFER. THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND
ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE REVISED 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 REVISED 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 REVISED 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
DESCRIPTION OF CARNIVAL'S BUSINESSES
Carnival Corporation, a Panamanian corporation, and its consolidated
subsidiaries (referred to collectively as the "Company") operates six cruise
lines under the brand names Carnival Cruise Lines ("Carnival"), Costa, Cunard
Lines ("Cunard"), Holland America Line ("Holland America"), Seabourn Cruise Line
("Seabourn") and Windstar Cruises ("Windstar") and a tour business, Holland
America Tours. Carnival operates 16 cruise ships primarily to the Bahamas,
Caribbean and the Mexican Riviera. Holland America operates 11 cruise ships
primarily in Alaska, the Caribbean and Europe. Costa operates 7 cruise ships
primarily in Europe, the Caribbean and South America. Cunard and Seabourn
operate two and three luxury cruise ships, respectively, to world-wide
destinations and Windstar operates four luxury, sail powered ships primarily in
the Caribbean, Europe and Central America. In total Carnival's various brands
operate 43 ships and 60,382 berths. Carnival has 14 ships on order, which will
offer a further 32,624 berths. These ships are expected to enter service over
the period from the second quarter 2002 through to 2005. Holland America Tours
markets sightseeing tours both separately and as a part of its cruise/tour
packages. Holland America Tours operates 14 hotels and inns in Alaska and the
Canadian Yukon, two luxury day boats offering tours to the glaciers of Alaska
and the Yukon River, more than 300 motor coaches, vans and trolleys for tour and
Charter use in the states of Washington and Alaska and in the Canadian Rockies
and 13 private domed railcars which are run on the Alaska Railroad between
Anchorage and Fairbanks.