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
4 February 2002
CARNIVAL CORPORATION
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RESPONSE TO P&O PRINCESS
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 behaviour.
More noteworthy, however, was the P&O Princess Board's belated clarification, in
response to Carnival's repeated requests, of the following matters:
o that P&O Princess Shareholders can adjourn the EGM without giving Royal
Caribbean the unilateral right to terminate its agreement; and
o 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 BEHAVIOUR. 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."
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 30 January 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 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
SOURCES AND BASES 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 reports and accounts, interim reports and SEC
filings of P&O Princess; and (iv) information relating to the Royal Caribbean
Proposal is based upon the information contained in the P&O Princess Circular
and related documents.
Share prices for Carnival and P&O Princess are taken from FactSet.
The $1:(pound)0.707 exchange rate is taken from FactSet on 1 February 2002.
EBITDA is unadjusted operating income plus depreciation and amortisation.
Enterprise value is the market value of equity on 19 November 2001, the last day
prior to the announcement of the Royal Caribbean Proposal, plus net debt and
minorities. The EV/EBITDA multiple is the enterprise value divided by the EBITDA
for the last twelve months for which information had been published.
The P/E multiple is the share price on 19 November 2001 divided by the earnings
per share for the last twelve months for which information had been published.