Business History Books » Business Plans » Carnival Antitrust Review!
Carnival Antitrust Review!
Question:
Hi Everyone, I received this press release from Carnival and thought it may be of interest. If you have missed any of my news’ postings, they are archived on my web site. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com Carnival Corporation Antitrust Review Process LONDON, Jan. 23 Carnival announces that on 22 January 2002 it received a request for additional information from the Federal Trade Commission (the “FTC”) in relation to its Offer for P&O Princess. Carnival had expected to receive such a request in the course of the normal review process and continues to provide information and to assist the FTC in its investigation. This expected action continues to keep both the Carnival Offer and the Royal Caribbean Proposal under review at the FTC at the same time, on the same timetable and by the same lawyers and economists, who will apply the same legal standards and analysis to both proposals based on the same information. Carnival continues to believe, and has been so advised, that there is no material difference between the regulatory conditions attaching to the Carnival Offer and the Royal Caribbean Proposal. 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. SHAREHOLDER DISCLOSURE OBLIGATIONS Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of P&O Princess or Carnival, owns or controls, or become the owner or controller, directly or indirectly of one per cent or more of any class of securities of P&O Princess or Carnival is generally required under the provision of Rule 8 of the City Code to notify the London Stock Exchange and the Panel of every dealing in such securities during the period from the date of the Announcement until the first closing date of the Offer or, if later, the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses. Disclosure should be made on an appropriate form before 12 noon (London time) on the business day following the date of the dealing transaction. These disclosures should be sent to the Company Announcements Office of the London Stock Exchange (fax number: +44 20 7588 6057) and to the Panel (fax number: +44 20 7256 9386). SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this announcement constitute “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995. Carnival has tried, wherever possible, to identify such statements by using words such as “anticipate,” “assume,” “believe,” “expect,” “intend,” “plan” and words and terms of similar substance in connection with any discussion of future operating or financial performance. These forward-looking statements, including those which may impact the forecasting of Carnival’s 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 OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE OFFER. CARNIVAL PLANS TO MAIL THE PROSPECTUS CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE FORM S-4 IS FILED WITH THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO WILL CONTAIN IMPORTANT INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE OFFER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER. THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC’S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE MADE AVAILABLE TO INVESTORS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION, CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428, US. IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER, CARNIVAL IS OBLIGATED TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC’S PUBLIC REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
Response:
Considering that Micky Arison stated that getting P&O/Princess is not all *that* important for Carnival, they seem pretty desperate. Once again, I feel part of this has to do with Carnival’s very large ego, and the fact that execs at P&O/Princess has shunned that ego. Is Carnival the better suitor, maybe, but for whatever reason, the board of P&O/Princess want nothing to do with them. I’m sure they have reasons that have not, and cannot be made public at this point. Someday when the book is released we may find out! 
Ernie Roller, Atlanta, GA
– Hide quoted text — Show quoted text -> Hi Everyone, > I received this press release from Carnival and thought it may be of > interest. If you have missed any of my news’ postings, they are > archived on my web site. > Best regards, > Ray > LIGHTHOUSE TRAVEL > 800-719-9917 or 805-566-3905 > http://www.lighthousetravel.com > Carnival Corporation Antitrust Review Process > LONDON, Jan. 23 > Carnival announces that on 22 January 2002 it received a request for > additional information from the Federal Trade Commission (the “FTC”) > in relation to its Offer for P&O Princess. Carnival had expected to > receive such a request in the course of the normal review process and > continues to provide information and to assist the FTC in its > investigation.
Response:
>Is Carnival the better suitor, maybe, but for whatever reason, the board of >P&O/Princess want nothing to do with them.
Hi Ernie, Or are they very shrewd negotiators? Carnival keeps upping the price they are willing to pay. When I was young, this was considered playing "hard to get". <;+) Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
> Or are they very shrewd negotiators? Carnival keeps upping the price > they are willing to pay. When I was young, this was considered > playing "hard to get". <;+) > Best regards, > Ray
Hi Ray, That could be the case as well. I’m not sure how shrewd the British are as negotiators, although I have a feeling they look at Micky as this brash American that maybe they want no part of. In any case, money talks and I’m sure that will dictate the final outcome. It sure is an interesting saga! Ernie
Response:
> In any case, money talks
I think this is the fallicy in many opinions. Fact is, at least for some of us, money does NOT always talk. Occasionally, difficult as it may be for "slime" such as Arrison and company to believe, ethics too plays a role. All of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun. Past experience taught both compaines what to expect from Carnival, and neither wanted any part of them. I suspect, this deal was agreed to well before the actual announcment, perhaps years before. The delay was determing a plan of action that would lock out Carnival and their firm beliief that money is the final and absolute solution. Hopefully, they’ve succeeded and Carnival, with their money, will go crawling back into their hole! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Hey PARNAMI, now I know how you really feel!
– Hide quoted text — Show quoted text -> In any case, money talks > I think this is the fallicy in many opinions. Fact is, at least for some of > us, money does NOT always talk. Occasionally, difficult as it may be for > "slime" such as Arrison and company to believe, ethics too plays a role. All > of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun. > Past experience taught both compaines what to expect from Carnival, and neither > wanted any part of them. I suspect, this deal was agreed to well before the > actual announcment, perhaps years before. The delay was determing a plan of > action that would lock out Carnival and their firm beliief that money is the > final and absolute solution. Hopefully, they’ve succeeded and Carnival, with > their money, will go crawling back into their hole! > Cruising is like being awake, and dreaming! > http://parnami.tripod.com/
Response:
>Hey PARNAMI, >now I know how you really feel!
Phew….I was afraid, perhaps, I had been too subtle! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> Fact is, at least for some of > us, money does NOT always talk. Occasionally, difficult as it may be for > "slime" such as Arrison and company to believe, ethics too plays a role. All > of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun.
Honest, I don’t know why Arrison should be considered slime. Money does talk although it is possible other factors could enter into it. I don’t want either deal. I don’t think either is good for consumers. And it will cost workers jobs. It would be better if Princess remained a seperate company. Also I don’t think a hostile takeover would be good in this type of business. I have been holding off booking a Princess cruise until this is resolved. — Charles
Response:
>All those poison pills weren’t put into the P&O/RCCL agreement just for
fun. No, they weren’t put into the agreement just for fun. They were put into the agreement to prevent a better offer to the P&O shareholders, the owners of the company. They are contributing 60% of the profit of the new company for 50% of the stock plus taking on the huge debt burden of RCCL. Poison pills protect lousy managements from the owners of their own companies. Jim
Response:
It also protects an organization from unscrupulous takeover artists who strip the companies of all their money, and leave the companies in debt, barely able to survive. Meanwhile the takeover artist walks away with billions. I believe this was one of the concepts included in what was so affectionately termed "Reaganomics". Greed for greed sake. One need look no further than airline TWA for an example. It works both ways. –Tom – Hide quoted text — Show quoted text ->All those poison pills weren’t put into the P&O/RCCL agreement just for > fun. > No, they weren’t put into the agreement just for fun. They were put into > the agreement to prevent a better offer to the P&O shareholders, the > owners of the company. They are contributing 60% of the profit of the > new company for 50% of the stock plus taking on the huge debt burden of > RCCL. Poison pills protect lousy managements from the owners of their > own companies. Jim
Response:
>A corporation’s main purpose is to increase Shareholder’s Value.
True, but increasing shareholder value doesn’t have to mean accepting a quick profit, when over the longer haul, the stockholders stand to receive greater benefits. Not everyone is in for the quick buck. Some of us, really do invest based on a company’s fundementals and not as mere speculation. Over the long haul, I believe a joint combination of RCCL and P&O stands to provide a greater invester return on their investments than will any short term gain made in conceeding to Carnival. Apparenlty so too do the Boards of Directors of both P&O and RCCL. So too, for that matter, apparently, does Arrison. P&O shareholders, currrently have a venture with RCCL that is pretty certain not to have problems passing scruitiny by any agency of any government. Contrary to Carnival’s claim, a merger with them would certainly encounter difficulty. Carnival’s statment that a Carnival/P&O merger would be subject to no greater scruitiny than would one involving RCCL is fiction, pure and siimple! With Carnival’s purchase, the industry would come out with a single major player, andh several minor ones. HOWEVER, with RCCL, the industry would see two major players of approximately equal size, and several minor ones. It’s only common sense whiich structure woudl better serve the industry; the consumer, AND, the investors! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Your highly biased political views are showing. <G> That of course is and belongs in another newsgroup. The bias against CCL is also showing in some posts, especially those implying that CCL will just take over and destroy P&O and RCI will only help them. CCL has a wonderful and proven reputation of allowing any cruiseline they take ownership of, or join in a partnership with, continue to run in much the same manner as they were before and remain a separate and distinct company. (Think HAL, Costa< Seaborne, Cunard, Windstar) Now how about RCI? Celebrity is getting almost indistinguishable from RCI and has lost much of it’s "Premier" classification to many. While I am concerned with CCL becoming so large, I am cautious of any company getting that big, I do think they are providing a much better deal for the stockholders and will do a much better job of management. Of course that is just my personal opinion and everybody is entitled to their own. <G> Jim – Hide quoted text — Show quoted text -> It also protects an organization from unscrupulous takeover artists who > strip the companies of all their money, and leave the companies in debt, > barely able to survive. Meanwhile the takeover artist walks away with > billions. > I believe this was one of the concepts included in what was so > affectionately termed "Reaganomics". Greed for greed sake. > One need look no further than airline TWA for an example. > It works both ways. > –Tom > >All those poison pills weren’t put into the P&O/RCCL agreement just for > fun. > No, they weren’t put into the agreement just for fun. They were put into > the agreement to prevent a better offer to the P&O shareholders, the > owners of the company. They are contributing 60% of the profit of the > new company for 50% of the stock plus taking on the huge debt burden of > RCCL. Poison pills protect lousy managements from the owners of their > own companies. Jim
Response:
> with, continue to run in much the same manner as they were before and remain > a separate and distinct company. (Think HAL, Costa< Seaborne, Cunard, > Windstar)
Were any of those hostile takeovers though? I think there is cause for alarm that the result would be different. > While I am concerned with CCL becoming so large, I am cautious of any > company getting that big, I do think they are providing a much better > deal for the stockholders and will do a much better job of > management.
It would be very bad for consumers. I think the RCI and Princess combo would be bad too. The stockholders are going to make out no matter which of these combinations go through. If one goes through. The question for stockholders of Princess would the Carnival takeover pass an antitrust review. If it would then the Carnival offer probably would be better for them. If not the RCI offer would be better. If they vote for the Carnival offer and the deal fails to be approved then the stockholders will not lost. — Charles
Response:
And there are many folks who think HAL has gone downhill since Carnival took over, new ships notwithstanding….look at the Rotterdam VI compared to V…. Jeff
Response:
> The bias against CCL is also showing in some > posts,
As is the reverse. –Tom
Response:
> As is the reverse.
I will admit to a bias. I don’t think we need a Microsoft in the cruise industry. If Princess can not remain on it’s own, then of two evils the RCI-Princess merger would be the lessor evil. A Carnival takeover would be just plain evil for consumers. — Charles
Response:
>A Carnival takeover >would be just plain evil for consumers.
Hi Charles, How about a Carnival proposed merger that wins acceptance but is then turned down by government regulators? This would buy consumers a year or 2 of the three companies remaining independent. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>How about a Carnival proposed merger that wins acceptance but is then >turned down by government regulators? This would buy consumers a year >or 2 of the three companies remaining independent.
I really think this is Carnival’s goal. I don’t believe Princess to be their actual target. RCCL IS! There is no way, reasonably, they can believe they’d receive government approval to become the single dominent force in the industry. It just isn’t going to happen and they know it! THeir goal, I’m convinced, is to buy time while RCCL hangs in the wind, overburdened by an increasingly large debt service. Additional events such as those of 9/11, almost certainly, would spell the death knell for them. (I told you Carnival was "slime"). Carnival fully expect to be able to "rescue" RCCL from it’s creditors for a fraction of it’s current value. The P&O merger ruins thier plans! Thus, the stall tactics! I think we can expect to see this entire mess in court before anything’s settled. Just watch Carnival buy that time! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> I don’t believe Princess to be their >actual target. RCCL IS!
Hi Mel, I really disagree. Key Carnival board members have wanted to buy Princess for a long time. He really admires the way they operate. I don’t in any way makes Carnival slime, imo. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>Key Carnival board members have wanted to buy >Princess for a long time. He really admires the way they operate. I >don’t in any way makes Carnival slime, imo.
HI Ray, Oh..I’m sure they want Princess, afterall, they ARE competition. Carnival’s goal, clearly, is to eliminate competition. All of it! BUT, leaving things alone, and by blocking the RCCL/P&O merger Carnval increases the odds of seeing one or both of those lines fail. From their perspective, that is a wonderful thing! Knowing, at this point, theircurrent size, already prohibits their further acquistion of viable competing companies, a business failure by either RCCL or Princess would provide Carnival the opportunity of becoming the "white knight", racing to the rescue of a valued cruise company and of it’s employee jobs. Although currently, neither P&O or RCCL appears to be in trouble, financially, both, lacking the excesses in cash held by Carnival, would have difficulty weathering another business downturn. Both would become ripe pickings for the monster Carnival. What government would dare file antitrust charges against such a "fine, upstanding" company as Carnival "who’s only goal was to protect the jobs and existance of these important companys’?" From Carnival’s perspective, if they are to monopolize the industry, the RCCL/P&O merger must be stopped! You’re right though, "slime" may be too good a word to use to describe the managment at Carnival! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Interesting quotes from the British newspaper, the Independent: January 10, 2002: >Lord Sterling and the rest of the P&O Princess board have done their
shareholders a grave disservice by agreeing poison pill arrangements with the company’s preferred merger partner Royal Caribbean. So disadvantageous do the terms seem that it might be seen as a breach of fiduciary duty. Have not P&O directors forgotten that their primary duty is to secure the best possible price for their shareholders, not to stick together a mutually comfortable marriage of convenience. Lord Sterling has got himself into a mess. He’s got plenty of explaining to do. I’m not sure about slimy. Sleazy comes to mind. Jim
Response:
> companies, a business failure by either RCCL or Princess would provide > Carnival
Do you really think this is likely? That RCI or Princess could fail in the next few years? The RCI-Princess combination if that happens could just as easily, maybe more likely fail if cruise business conditions get that bad. After all the combined company would have more ships and more debts. > You’re right though, "slime" may be too good a word to use to describe the > managment at Carnival!
You still have not said anything to convince me that they are slime. How are they worse than either the RCI or Princess management? — Charles
Response:
>Although currently, neither P&O or RCCL appears to be in trouble, financially,
Hi Mel, Have you checked the bond rating on RCL lately? Hint: It ain’t pretty. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>Have you checked the bond rating on RCL lately? >Hint: It ain’t pretty.
It’s because of those ratings that I express concern for the future of RCCL IF there’s another occurance of a 9/11 type incident. Barring one, they’re fine! The rating organizations and I are in complete synch. Yes, Charles, given a year or so of the overwhelming resistance to cruising we say Sept/Oct/Dec, I think RCCL would founder, followed by Princess. I’m also convinced these are the lines alluded to by Dickenson or Arrison (I forget which) when he spoke of foreseeing the demise of several lines in the near future. Both lines have Carnival’s selfish interests directly to thank for their current positions of tenuousness. RCCL, particularly, since they were the targets of Carnival’s game playing on at least two previous occasions, costing them dearly. Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> Both lines have Carnival’s selfish interests directly to thank for their > current positions of tenuousness. RCCL, particularly, since they were the > targets of Carnival’s game playing on at least two previous occasions, costing > them dearly.
That is the way the market works. Each competitor has selfish interests. You are complaining because Carnival played the game better than the others? I guess I will have to take your word that they are in a tenuous position. Since I am not an investor in cruise lines, nor do I have an interest in investing in this sector, or work in this industry, I have not studied their annual reports. I suppose as a enthusastic cruiser and cruise consumer I should. I only noticed that they have continued to report profits, even in the post Sept. 11 period. — Charles
Response:
Hi Everyone, I received this press release from Carnival and thought it may be of interest. If you have missed any of my news’ postings, they are archived on my web site. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com Carnival Corporation Antitrust Review Process LONDON, Jan. 23 Carnival announces that on 22 January 2002 it received a request for additional information from the Federal Trade Commission (the “FTC”) in relation to its Offer for P&O Princess. Carnival had expected to receive such a request in the course of the normal review process and continues to provide information and to assist the FTC in its investigation. This expected action continues to keep both the Carnival Offer and the Royal Caribbean Proposal under review at the FTC at the same time, on the same timetable and by the same lawyers and economists, who will apply the same legal standards and analysis to both proposals based on the same information. Carnival continues to believe, and has been so advised, that there is no material difference between the regulatory conditions attaching to the Carnival Offer and the Royal Caribbean Proposal. 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. SHAREHOLDER DISCLOSURE OBLIGATIONS Any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of P&O Princess or Carnival, owns or controls, or become the owner or controller, directly or indirectly of one per cent or more of any class of securities of P&O Princess or Carnival is generally required under the provision of Rule 8 of the City Code to notify the London Stock Exchange and the Panel of every dealing in such securities during the period from the date of the Announcement until the first closing date of the Offer or, if later, the date on which the Offer becomes, or is declared, unconditional as to acceptances or lapses. Disclosure should be made on an appropriate form before 12 noon (London time) on the business day following the date of the dealing transaction. These disclosures should be sent to the Company Announcements Office of the London Stock Exchange (fax number: +44 20 7588 6057) and to the Panel (fax number: +44 20 7256 9386). SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this announcement constitute “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995. Carnival has tried, wherever possible, to identify such statements by using words such as “anticipate,” “assume,” “believe,” “expect,” “intend,” “plan” and words and terms of similar substance in connection with any discussion of future operating or financial performance. These forward-looking statements, including those which may impact the forecasting of Carnival’s 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 OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND OTHER DOCUMENTS RELATING TO THE OFFER. CARNIVAL PLANS TO MAIL THE PROSPECTUS CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE FORM S-4 IS FILED WITH THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO WILL CONTAIN IMPORTANT INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE OFFER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE OFFER. THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC’S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE MADE AVAILABLE TO INVESTORS FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION, CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428, US. IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER, CARNIVAL IS OBLIGATED TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC’S PUBLIC REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
Response:
Considering that Micky Arison stated that getting P&O/Princess is not all *that* important for Carnival, they seem pretty desperate. Once again, I feel part of this has to do with Carnival’s very large ego, and the fact that execs at P&O/Princess has shunned that ego. Is Carnival the better suitor, maybe, but for whatever reason, the board of P&O/Princess want nothing to do with them. I’m sure they have reasons that have not, and cannot be made public at this point. Someday when the book is released we may find out! Ernie Roller, Atlanta, GA
– Hide quoted text — Show quoted text -> Hi Everyone, > I received this press release from Carnival and thought it may be of > interest. If you have missed any of my news’ postings, they are > archived on my web site. > Best regards, > Ray > LIGHTHOUSE TRAVEL > 800-719-9917 or 805-566-3905 > http://www.lighthousetravel.com > Carnival Corporation Antitrust Review Process > LONDON, Jan. 23 > Carnival announces that on 22 January 2002 it received a request for > additional information from the Federal Trade Commission (the “FTC”) > in relation to its Offer for P&O Princess. Carnival had expected to > receive such a request in the course of the normal review process and > continues to provide information and to assist the FTC in its > investigation.
Response:
>Is Carnival the better suitor, maybe, but for whatever reason, the board of >P&O/Princess want nothing to do with them.
Hi Ernie, Or are they very shrewd negotiators? Carnival keeps upping the price they are willing to pay. When I was young, this was considered playing "hard to get". <;+) Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
> Or are they very shrewd negotiators? Carnival keeps upping the price > they are willing to pay. When I was young, this was considered > playing "hard to get". <;+) > Best regards, > Ray
Hi Ray, That could be the case as well. I’m not sure how shrewd the British are as negotiators, although I have a feeling they look at Micky as this brash American that maybe they want no part of. In any case, money talks and I’m sure that will dictate the final outcome. It sure is an interesting saga! Ernie
Response:
> In any case, money talks
I think this is the fallicy in many opinions. Fact is, at least for some of us, money does NOT always talk. Occasionally, difficult as it may be for "slime" such as Arrison and company to believe, ethics too plays a role. All of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun. Past experience taught both compaines what to expect from Carnival, and neither wanted any part of them. I suspect, this deal was agreed to well before the actual announcment, perhaps years before. The delay was determing a plan of action that would lock out Carnival and their firm beliief that money is the final and absolute solution. Hopefully, they’ve succeeded and Carnival, with their money, will go crawling back into their hole! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Hey PARNAMI, now I know how you really feel!
– Hide quoted text — Show quoted text -> In any case, money talks > I think this is the fallicy in many opinions. Fact is, at least for some of > us, money does NOT always talk. Occasionally, difficult as it may be for > "slime" such as Arrison and company to believe, ethics too plays a role. All > of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun. > Past experience taught both compaines what to expect from Carnival, and neither > wanted any part of them. I suspect, this deal was agreed to well before the > actual announcment, perhaps years before. The delay was determing a plan of > action that would lock out Carnival and their firm beliief that money is the > final and absolute solution. Hopefully, they’ve succeeded and Carnival, with > their money, will go crawling back into their hole! > Cruising is like being awake, and dreaming! > http://parnami.tripod.com/
Response:
>Hey PARNAMI, >now I know how you really feel!
Phew….I was afraid, perhaps, I had been too subtle! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> Fact is, at least for some of > us, money does NOT always talk. Occasionally, difficult as it may be for > "slime" such as Arrison and company to believe, ethics too plays a role. All > of those "poison pills" weren’t put into the P&O/RCCL aggreement just for fun.
Honest, I don’t know why Arrison should be considered slime. Money does talk although it is possible other factors could enter into it. I don’t want either deal. I don’t think either is good for consumers. And it will cost workers jobs. It would be better if Princess remained a seperate company. Also I don’t think a hostile takeover would be good in this type of business. I have been holding off booking a Princess cruise until this is resolved. — Charles
Response:
>All those poison pills weren’t put into the P&O/RCCL agreement just for
fun. No, they weren’t put into the agreement just for fun. They were put into the agreement to prevent a better offer to the P&O shareholders, the owners of the company. They are contributing 60% of the profit of the new company for 50% of the stock plus taking on the huge debt burden of RCCL. Poison pills protect lousy managements from the owners of their own companies. Jim
Response:
It also protects an organization from unscrupulous takeover artists who strip the companies of all their money, and leave the companies in debt, barely able to survive. Meanwhile the takeover artist walks away with billions. I believe this was one of the concepts included in what was so affectionately termed "Reaganomics". Greed for greed sake. One need look no further than airline TWA for an example. It works both ways. –Tom – Hide quoted text — Show quoted text ->All those poison pills weren’t put into the P&O/RCCL agreement just for > fun. > No, they weren’t put into the agreement just for fun. They were put into > the agreement to prevent a better offer to the P&O shareholders, the > owners of the company. They are contributing 60% of the profit of the > new company for 50% of the stock plus taking on the huge debt burden of > RCCL. Poison pills protect lousy managements from the owners of their > own companies. Jim
Response:
>A corporation’s main purpose is to increase Shareholder’s Value.
True, but increasing shareholder value doesn’t have to mean accepting a quick profit, when over the longer haul, the stockholders stand to receive greater benefits. Not everyone is in for the quick buck. Some of us, really do invest based on a company’s fundementals and not as mere speculation. Over the long haul, I believe a joint combination of RCCL and P&O stands to provide a greater invester return on their investments than will any short term gain made in conceeding to Carnival. Apparenlty so too do the Boards of Directors of both P&O and RCCL. So too, for that matter, apparently, does Arrison. P&O shareholders, currrently have a venture with RCCL that is pretty certain not to have problems passing scruitiny by any agency of any government. Contrary to Carnival’s claim, a merger with them would certainly encounter difficulty. Carnival’s statment that a Carnival/P&O merger would be subject to no greater scruitiny than would one involving RCCL is fiction, pure and siimple! With Carnival’s purchase, the industry would come out with a single major player, andh several minor ones. HOWEVER, with RCCL, the industry would see two major players of approximately equal size, and several minor ones. It’s only common sense whiich structure woudl better serve the industry; the consumer, AND, the investors! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Your highly biased political views are showing. <G> That of course is and belongs in another newsgroup. The bias against CCL is also showing in some posts, especially those implying that CCL will just take over and destroy P&O and RCI will only help them. CCL has a wonderful and proven reputation of allowing any cruiseline they take ownership of, or join in a partnership with, continue to run in much the same manner as they were before and remain a separate and distinct company. (Think HAL, Costa< Seaborne, Cunard, Windstar) Now how about RCI? Celebrity is getting almost indistinguishable from RCI and has lost much of it’s "Premier" classification to many. While I am concerned with CCL becoming so large, I am cautious of any company getting that big, I do think they are providing a much better deal for the stockholders and will do a much better job of management. Of course that is just my personal opinion and everybody is entitled to their own. <G> Jim – Hide quoted text — Show quoted text -> It also protects an organization from unscrupulous takeover artists who > strip the companies of all their money, and leave the companies in debt, > barely able to survive. Meanwhile the takeover artist walks away with > billions. > I believe this was one of the concepts included in what was so > affectionately termed "Reaganomics". Greed for greed sake. > One need look no further than airline TWA for an example. > It works both ways. > –Tom > >All those poison pills weren’t put into the P&O/RCCL agreement just for > fun. > No, they weren’t put into the agreement just for fun. They were put into > the agreement to prevent a better offer to the P&O shareholders, the > owners of the company. They are contributing 60% of the profit of the > new company for 50% of the stock plus taking on the huge debt burden of > RCCL. Poison pills protect lousy managements from the owners of their > own companies. Jim
Response:
> with, continue to run in much the same manner as they were before and remain > a separate and distinct company. (Think HAL, Costa< Seaborne, Cunard, > Windstar)
Were any of those hostile takeovers though? I think there is cause for alarm that the result would be different. > While I am concerned with CCL becoming so large, I am cautious of any > company getting that big, I do think they are providing a much better > deal for the stockholders and will do a much better job of > management.
It would be very bad for consumers. I think the RCI and Princess combo would be bad too. The stockholders are going to make out no matter which of these combinations go through. If one goes through. The question for stockholders of Princess would the Carnival takeover pass an antitrust review. If it would then the Carnival offer probably would be better for them. If not the RCI offer would be better. If they vote for the Carnival offer and the deal fails to be approved then the stockholders will not lost. — Charles
Response:
And there are many folks who think HAL has gone downhill since Carnival took over, new ships notwithstanding….look at the Rotterdam VI compared to V…. Jeff
Response:
> The bias against CCL is also showing in some > posts,
As is the reverse. –Tom
Response:
> As is the reverse.
I will admit to a bias. I don’t think we need a Microsoft in the cruise industry. If Princess can not remain on it’s own, then of two evils the RCI-Princess merger would be the lessor evil. A Carnival takeover would be just plain evil for consumers. — Charles
Response:
>A Carnival takeover >would be just plain evil for consumers.
Hi Charles, How about a Carnival proposed merger that wins acceptance but is then turned down by government regulators? This would buy consumers a year or 2 of the three companies remaining independent. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>How about a Carnival proposed merger that wins acceptance but is then >turned down by government regulators? This would buy consumers a year >or 2 of the three companies remaining independent.
I really think this is Carnival’s goal. I don’t believe Princess to be their actual target. RCCL IS! There is no way, reasonably, they can believe they’d receive government approval to become the single dominent force in the industry. It just isn’t going to happen and they know it! THeir goal, I’m convinced, is to buy time while RCCL hangs in the wind, overburdened by an increasingly large debt service. Additional events such as those of 9/11, almost certainly, would spell the death knell for them. (I told you Carnival was "slime"). Carnival fully expect to be able to "rescue" RCCL from it’s creditors for a fraction of it’s current value. The P&O merger ruins thier plans! Thus, the stall tactics! I think we can expect to see this entire mess in court before anything’s settled. Just watch Carnival buy that time! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> I don’t believe Princess to be their >actual target. RCCL IS!
Hi Mel, I really disagree. Key Carnival board members have wanted to buy Princess for a long time. He really admires the way they operate. I don’t in any way makes Carnival slime, imo. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>Key Carnival board members have wanted to buy >Princess for a long time. He really admires the way they operate. I >don’t in any way makes Carnival slime, imo.
HI Ray, Oh..I’m sure they want Princess, afterall, they ARE competition. Carnival’s goal, clearly, is to eliminate competition. All of it! BUT, leaving things alone, and by blocking the RCCL/P&O merger Carnval increases the odds of seeing one or both of those lines fail. From their perspective, that is a wonderful thing! Knowing, at this point, theircurrent size, already prohibits their further acquistion of viable competing companies, a business failure by either RCCL or Princess would provide Carnival the opportunity of becoming the "white knight", racing to the rescue of a valued cruise company and of it’s employee jobs. Although currently, neither P&O or RCCL appears to be in trouble, financially, both, lacking the excesses in cash held by Carnival, would have difficulty weathering another business downturn. Both would become ripe pickings for the monster Carnival. What government would dare file antitrust charges against such a "fine, upstanding" company as Carnival "who’s only goal was to protect the jobs and existance of these important companys’?" From Carnival’s perspective, if they are to monopolize the industry, the RCCL/P&O merger must be stopped! You’re right though, "slime" may be too good a word to use to describe the managment at Carnival! Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
Interesting quotes from the British newspaper, the Independent: January 10, 2002: >Lord Sterling and the rest of the P&O Princess board have done their
shareholders a grave disservice by agreeing poison pill arrangements with the company’s preferred merger partner Royal Caribbean. So disadvantageous do the terms seem that it might be seen as a breach of fiduciary duty. Have not P&O directors forgotten that their primary duty is to secure the best possible price for their shareholders, not to stick together a mutually comfortable marriage of convenience. Lord Sterling has got himself into a mess. He’s got plenty of explaining to do. I’m not sure about slimy. Sleazy comes to mind. Jim
Response:
> companies, a business failure by either RCCL or Princess would provide > Carnival
Do you really think this is likely? That RCI or Princess could fail in the next few years? The RCI-Princess combination if that happens could just as easily, maybe more likely fail if cruise business conditions get that bad. After all the combined company would have more ships and more debts. > You’re right though, "slime" may be too good a word to use to describe the > managment at Carnival!
You still have not said anything to convince me that they are slime. How are they worse than either the RCI or Princess management? — Charles
Response:
>Although currently, neither P&O or RCCL appears to be in trouble, financially,
Hi Mel, Have you checked the bond rating on RCL lately? Hint: It ain’t pretty. Best regards, Ray LIGHTHOUSE TRAVEL 800-719-9917 or 805-566-3905 http://www.lighthousetravel.com
Response:
>Have you checked the bond rating on RCL lately? >Hint: It ain’t pretty.
It’s because of those ratings that I express concern for the future of RCCL IF there’s another occurance of a 9/11 type incident. Barring one, they’re fine! The rating organizations and I are in complete synch. Yes, Charles, given a year or so of the overwhelming resistance to cruising we say Sept/Oct/Dec, I think RCCL would founder, followed by Princess. I’m also convinced these are the lines alluded to by Dickenson or Arrison (I forget which) when he spoke of foreseeing the demise of several lines in the near future. Both lines have Carnival’s selfish interests directly to thank for their current positions of tenuousness. RCCL, particularly, since they were the targets of Carnival’s game playing on at least two previous occasions, costing them dearly. Cruising is like being awake, and dreaming! http://parnami.tripod.com/
Response:
> Both lines have Carnival’s selfish interests directly to thank for their > current positions of tenuousness. RCCL, particularly, since they were the > targets of Carnival’s game playing on at least two previous occasions, costing > them dearly.
That is the way the market works. Each competitor has selfish interests. You are complaining because Carnival played the game better than the others? I guess I will have to take your word that they are in a tenuous position. Since I am not an investor in cruise lines, nor do I have an interest in investing in this sector, or work in this industry, I have not studied their annual reports. I suppose as a enthusastic cruiser and cruise consumer I should. I only noticed that they have continued to report profits, even in the post Sept. 11 period. — Charles