Business History Books » Business Plans » Carnival Comments on Merger!
Carnival Comments on Merger!
Question:
> Royal Caribbean Cruises Ltd.; Goldman Sachs International; Response to > Carnival letter of 24 January > MIAMI, Jan. 24 > Royal Caribbean Cruises Ltd. (“Royal Caribbean”) notes the > announcement today from Carnival Corporation (“Carnival”). It > contains little beyond what Carnival has already said in previous > announcements of 17 December, 19 December, 27 December, 28 December, 8 > January, 9 January, 10 January and 17 January. Consistent with these > earlier announcements, Carnival entirely fails to address the central > issues of making an offer of superior value and deliverability.
This is worse than a couple of six year olds squabbling! I am really beginning to lose respect for all companies involved. Ernie Roller, Atlanta, GA
Response:
Hi Everyone, I received this press release from Royal Caribbean 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 Royal Caribbean Cruises Ltd. ("Royal Caribbean"): Request for Information From U.S. Federal Trade Commission MIAMI, Jan. 24 Royal Caribbean announced today that it has received a compulsory request for additional information from the U.S. Federal Trade Commission (“FTC”) relating to its agreed DLC combination with P&O Princess Cruises plc (“P&O Princess”). Royal Caribbean and P&O Princess have already provided a significant amount of information to the FTC on a voluntary basis in connection with its ongoing investigation of the DLC combination. Unlike Carnival Corporation’s (“Carnival”) outstanding pre-conditional takeover proposal for P&O Princess, the DLC combination is not subject to the filing and waiting period requirements of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). As previously announced, the FTC has made a second request for more information to both Carnival and P&O Princess with respect to Carnival’s proposal. Royal Caribbean will be complying with this request. Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the United Kingdom by the Financial Services Authority, are acting for Royal Caribbean in connection with the agreed combination and no-one else and will not be responsible to anyone other than Royal Caribbean for providing the protections afforded to customers of Goldman Sachs International and Cazenove & Co. Ltd nor for providing advice in relation to the agreed combination.
Response:
Hi Everyone, I received this press release from Royal Caribbean in response to Carnival’s latest release. 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 Royal Caribbean Cruises Ltd.; Goldman Sachs International; Response to Carnival letter of 24 January MIAMI, Jan. 24 Royal Caribbean Cruises Ltd. (“Royal Caribbean”) notes the announcement today from Carnival Corporation (“Carnival”). It contains little beyond what Carnival has already said in previous announcements of 17 December, 19 December, 27 December, 28 December, 8 January, 9 January, 10 January and 17 January. Consistent with these earlier announcements, Carnival entirely fails to address the central issues of making an offer of superior value and deliverability. The announcement makes great play of Carnival’s operational and financial performance. It fails to mention that these are the direct outcome of the operating and management practices which Carnival currently enjoys due to its leading market position. It is this position which the Royal Caribbean/P&O Princess Cruises Plc (“P&O Princess”) merger threatens. Richard Fain, Chairman and CEO of Royal Caribbean, commented: “We note that this latest announcement from Carnival adds little to the eight previous announcements in the same vein. I have total confidence that the Royal Caribbean/P&O Princess combined entity, with its larger scale and broader reach, will deliver significant operational and financial gains to its shareholders. Carnival continues to ignore the central issues concerning value and deliverability. It has missed its chance to make a proper offer that addressed both issues and instead is now entirely focused on thwarting our efforts to create greater shareholder value.” Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the United Kingdom by the Financial Services Authority, are acting for Royal Caribbean in connection with the agreed combination and no-one else and will not be responsible to anyone other than Royal Caribbean for providing the protections afforded to customers of Goldman Sachs International and Cazenove & Co. Ltd nor for providing advice in relation to the agreed combination.
Response:
> – Since 1988, when Richard Fain became Chairman and Chief Executive of > Royal Caribbean, the performance of Royal Caribbean has been > significantly weaker than that of Carnival.
This has to be one of the biggest understatements of the year. — George in PA Countryside Travel www.CruiseMaster.com
Response:
Seems to me that Carnival wants to be the ONLY cruise line…and that is not good.
– 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: Proposed Combination of Carnival and P&O > Princess > Better Value for P&O Princess Shareholders > – Carnival announces that it expects its combination with P&O Princess > will deliver cost savings of at least $100 million on an annualised > basis, in the first full financial year following completion of the > transaction. Carnival questions whether the Royal Caribbean/P&O > Princess combination could achieve margins at a level approaching > Carnival’s or that it could close the margin gap significantly. > – Since 1988, when Richard Fain became Chairman and Chief Executive of > Royal Caribbean, the performance of Royal Caribbean has been > significantly weaker than that of Carnival. Richard Fain would retain > these positions under the Royal Caribbean Proposal and would be > running the enlarged group. > 1995 – 2000 average Carnival Royal Relative Caribbean Difference > Return on invested capital 15.0% 9.6% 56.5% EBITDA margin 34.5% 24.8% > 39.1% EBITDA per available berth day $81 $57 40.3% > – In Carnival’s experience, it is principally operating practices and > management, rather than scale, which drive margins and market rating. > Carnival therefore believes that: > – based on the track record of Royal Caribbean and P&O Princess, there > is no evidence to support the proposition that a Royal Caribbean/P&O > Princess combination could achieve margins at a level approaching > Carnival’s or that it could close the margin gap significantly; > – some market forecasts of the synergies available in the Royal > Caribbean and P&O Princess combination, which appear to assume that > the combination could achieve margins at a level approaching > Carnival’s, are unrealistically high; and > – it is questionable whether a Royal Caribbean/P&O Princess > combination would achieve the premium rating accorded to Carnival > given the historical underperformance of Royal Caribbean. > – Given Carnival’s superior management record, Carnival strongly > believes it can deliver greater value to P&O Princess Shareholders > through its Offer than Royal Caribbean can deliver through the Royal > Caribbean Proposal. > LONDON, Jan. 24 > Micky Arison, Chairman & CEO of Carnival, commented: > “There has been a lot of talk about deliverability; P&O Princess > shareholders should closely examine the deliverability of the value > claims of the Royal Caribbean Proposal. Since Royal Caribbean has > historically underperformed, is there any reason why they will improve > in the future? > “We have consistently outperformed Royal Caribbean by a wide margin, > whatever our size and whatever the market conditions. We believe that > P&O Princess’s assertion that ‘… creating the world’s largest cruise > vacation company with the real potential to increase EBITDA margins > towards those of Carnival …’ is asking their shareholders to take an > unjustifiable leap of faith based on the track record of both Royal > Caribbean and P&O Princess. It’s not size that creates superior > operating margins — it’s management talent and proven operating > practices. > “P&O Princess shareholders should seriously question whether a Royal > Caribbean/P&O Princess combination could achieve Carnival’s margins or > significantly close the gap. We are confident that a P&O > Princess/Carnival combination creates the most value for P&O Princess > shareholders.” > This summary should be read in conjunction with the full text of this > announcement including the Appendices. > 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 > 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 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 annual cost savings that underlie estimates of synergies > and one time costs to implement synergies, 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 brand strategy, 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
… read more »
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: Proposed Combination of Carnival and P&O Princess Better Value for P&O Princess Shareholders – Carnival announces that it expects its combination with P&O Princess will deliver cost savings of at least $100 million on an annualised basis, in the first full financial year following completion of the transaction. Carnival questions whether the Royal Caribbean/P&O Princess combination could achieve margins at a level approaching Carnival’s or that it could close the margin gap significantly. – Since 1988, when Richard Fain became Chairman and Chief Executive of Royal Caribbean, the performance of Royal Caribbean has been significantly weaker than that of Carnival. Richard Fain would retain these positions under the Royal Caribbean Proposal and would be running the enlarged group. 1995 – 2000 average Carnival Royal Relative Caribbean Difference Return on invested capital 15.0% 9.6% 56.5% EBITDA margin 34.5% 24.8% 39.1% EBITDA per available berth day $81 $57 40.3% – In Carnival’s experience, it is principally operating practices and management, rather than scale, which drive margins and market rating. Carnival therefore believes that: – based on the track record of Royal Caribbean and P&O Princess, there is no evidence to support the proposition that a Royal Caribbean/P&O Princess combination could achieve margins at a level approaching Carnival’s or that it could close the margin gap significantly; – some market forecasts of the synergies available in the Royal Caribbean and P&O Princess combination, which appear to assume that the combination could achieve margins at a level approaching Carnival’s, are unrealistically high; and – it is questionable whether a Royal Caribbean/P&O Princess combination would achieve the premium rating accorded to Carnival given the historical underperformance of Royal Caribbean. – Given Carnival’s superior management record, Carnival strongly believes it can deliver greater value to P&O Princess Shareholders through its Offer than Royal Caribbean can deliver through the Royal Caribbean Proposal. LONDON, Jan. 24 Micky Arison, Chairman & CEO of Carnival, commented: “There has been a lot of talk about deliverability; P&O Princess shareholders should closely examine the deliverability of the value claims of the Royal Caribbean Proposal. Since Royal Caribbean has historically underperformed, is there any reason why they will improve in the future? “We have consistently outperformed Royal Caribbean by a wide margin, whatever our size and whatever the market conditions. We believe that P&O Princess’s assertion that ‘… creating the world’s largest cruise vacation company with the real potential to increase EBITDA margins towards those of Carnival …’ is asking their shareholders to take an unjustifiable leap of faith based on the track record of both Royal Caribbean and P&O Princess. It’s not size that creates superior operating margins — it’s management talent and proven operating practices. “P&O Princess shareholders should seriously question whether a Royal Caribbean/P&O Princess combination could achieve Carnival’s margins or significantly close the gap. We are confident that a P&O Princess/Carnival combination creates the most value for P&O Princess shareholders.” This summary should be read in conjunction with the full text of this announcement including the Appendices. 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 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 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 annual cost savings that underlie estimates of synergies and one time costs to implement synergies, 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 brand strategy, 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 … read more »
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: Proposed Combination of Carnival and P&O Princess Better Value for P&O Princess Shareholders – Carnival announces that it expects its combination with P&O Princess will deliver cost savings of at least $100 million on an annualised basis, in the first full financial year following completion of the transaction. Carnival questions whether the Royal Caribbean/P&O Princess combination could achieve margins at a level approaching Carnival’s or that it could close the margin gap significantly. – Since 1988, when Richard Fain became Chairman and Chief Executive of Royal Caribbean, the performance of Royal Caribbean has been significantly weaker than that of Carnival. Richard Fain would retain these positions under the Royal Caribbean Proposal and would be running the enlarged group. 1995 – 2000 average Carnival Royal Relative Caribbean Difference Return on invested capital 15.0% 9.6% 56.5% EBITDA margin 34.5% 24.8% 39.1% EBITDA per available berth day $81 $57 40.3% – In Carnival’s experience, it is principally operating practices and management, rather than scale, which drive margins and market rating. Carnival therefore believes that: – based on the track record of Royal Caribbean and P&O Princess, there is no evidence to support the proposition that a Royal Caribbean/P&O Princess combination could achieve margins at a level approaching Carnival’s or that it could close the margin gap significantly; – some market forecasts of the synergies available in the Royal Caribbean and P&O Princess combination, which appear to assume that the combination could achieve margins at a level approaching Carnival’s, are unrealistically high; and – it is questionable whether a Royal Caribbean/P&O Princess combination would achieve the premium rating accorded to Carnival given the historical underperformance of Royal Caribbean. – Given Carnival’s superior management record, Carnival strongly believes it can deliver greater value to P&O Princess Shareholders through its Offer than Royal Caribbean can deliver through the Royal Caribbean Proposal. LONDON, Jan. 24 Micky Arison, Chairman & CEO of Carnival, commented: “There has been a lot of talk about deliverability; P&O Princess shareholders should closely examine the deliverability of the value claims of the Royal Caribbean Proposal. Since Royal Caribbean has historically underperformed, is there any reason why they will improve in the future? “We have consistently outperformed Royal Caribbean by a wide margin, whatever our size and whatever the market conditions. We believe that P&O Princess’s assertion that ‘… creating the world’s largest cruise vacation company with the real potential to increase EBITDA margins towards those of Carnival …’ is asking their shareholders to take an unjustifiable leap of faith based on the track record of both Royal Caribbean and P&O Princess. It’s not size that creates superior operating margins — it’s management talent and proven operating practices. “P&O Princess shareholders should seriously question whether a Royal Caribbean/P&O Princess combination could achieve Carnival’s margins or significantly close the gap. We are confident that a P&O Princess/Carnival combination creates the most value for P&O Princess shareholders.” This summary should be read in conjunction with the full text of this announcement including the Appendices. 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 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 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 annual cost savings that underlie estimates of synergies and one time costs to implement synergies, 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 brand strategy, 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 … read more »
Response:
> – Since 1988, when Richard Fain became Chairman and Chief Executive of > Royal Caribbean, the performance of Royal Caribbean has been > significantly weaker than that of Carnival.
This has to be one of the biggest understatements of the year. — George in PA Countryside Travel www.CruiseMaster.com
Response:
Seems to me that Carnival wants to be the ONLY cruise line…and that is not good.
– 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: Proposed Combination of Carnival and P&O > Princess > Better Value for P&O Princess Shareholders > – Carnival announces that it expects its combination with P&O Princess > will deliver cost savings of at least $100 million on an annualised > basis, in the first full financial year following completion of the > transaction. Carnival questions whether the Royal Caribbean/P&O > Princess combination could achieve margins at a level approaching > Carnival’s or that it could close the margin gap significantly. > – Since 1988, when Richard Fain became Chairman and Chief Executive of > Royal Caribbean, the performance of Royal Caribbean has been > significantly weaker than that of Carnival. Richard Fain would retain > these positions under the Royal Caribbean Proposal and would be > running the enlarged group. > 1995 – 2000 average Carnival Royal Relative Caribbean Difference > Return on invested capital 15.0% 9.6% 56.5% EBITDA margin 34.5% 24.8% > 39.1% EBITDA per available berth day $81 $57 40.3% > – In Carnival’s experience, it is principally operating practices and > management, rather than scale, which drive margins and market rating. > Carnival therefore believes that: > – based on the track record of Royal Caribbean and P&O Princess, there > is no evidence to support the proposition that a Royal Caribbean/P&O > Princess combination could achieve margins at a level approaching > Carnival’s or that it could close the margin gap significantly; > – some market forecasts of the synergies available in the Royal > Caribbean and P&O Princess combination, which appear to assume that > the combination could achieve margins at a level approaching > Carnival’s, are unrealistically high; and > – it is questionable whether a Royal Caribbean/P&O Princess > combination would achieve the premium rating accorded to Carnival > given the historical underperformance of Royal Caribbean. > – Given Carnival’s superior management record, Carnival strongly > believes it can deliver greater value to P&O Princess Shareholders > through its Offer than Royal Caribbean can deliver through the Royal > Caribbean Proposal. > LONDON, Jan. 24 > Micky Arison, Chairman & CEO of Carnival, commented: > “There has been a lot of talk about deliverability; P&O Princess > shareholders should closely examine the deliverability of the value > claims of the Royal Caribbean Proposal. Since Royal Caribbean has > historically underperformed, is there any reason why they will improve > in the future? > “We have consistently outperformed Royal Caribbean by a wide margin, > whatever our size and whatever the market conditions. We believe that > P&O Princess’s assertion that ‘… creating the world’s largest cruise > vacation company with the real potential to increase EBITDA margins > towards those of Carnival …’ is asking their shareholders to take an > unjustifiable leap of faith based on the track record of both Royal > Caribbean and P&O Princess. It’s not size that creates superior > operating margins — it’s management talent and proven operating > practices. > “P&O Princess shareholders should seriously question whether a Royal > Caribbean/P&O Princess combination could achieve Carnival’s margins or > significantly close the gap. We are confident that a P&O > Princess/Carnival combination creates the most value for P&O Princess > shareholders.” > This summary should be read in conjunction with the full text of this > announcement including the Appendices. > 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 > 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 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 annual cost savings that underlie estimates of synergies > and one time costs to implement synergies, 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 brand strategy, 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
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Response:
Hi Everyone, I received this press release from Royal Caribbean in response to Carnival’s latest release. 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 Royal Caribbean Cruises Ltd.; Goldman Sachs International; Response to Carnival letter of 24 January MIAMI, Jan. 24 Royal Caribbean Cruises Ltd. (“Royal Caribbean”) notes the announcement today from Carnival Corporation (“Carnival”). It contains little beyond what Carnival has already said in previous announcements of 17 December, 19 December, 27 December, 28 December, 8 January, 9 January, 10 January and 17 January. Consistent with these earlier announcements, Carnival entirely fails to address the central issues of making an offer of superior value and deliverability. The announcement makes great play of Carnival’s operational and financial performance. It fails to mention that these are the direct outcome of the operating and management practices which Carnival currently enjoys due to its leading market position. It is this position which the Royal Caribbean/P&O Princess Cruises Plc (“P&O Princess”) merger threatens. Richard Fain, Chairman and CEO of Royal Caribbean, commented: “We note that this latest announcement from Carnival adds little to the eight previous announcements in the same vein. I have total confidence that the Royal Caribbean/P&O Princess combined entity, with its larger scale and broader reach, will deliver significant operational and financial gains to its shareholders. Carnival continues to ignore the central issues concerning value and deliverability. It has missed its chance to make a proper offer that addressed both issues and instead is now entirely focused on thwarting our efforts to create greater shareholder value.” Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the United Kingdom by the Financial Services Authority, are acting for Royal Caribbean in connection with the agreed combination and no-one else and will not be responsible to anyone other than Royal Caribbean for providing the protections afforded to customers of Goldman Sachs International and Cazenove & Co. Ltd nor for providing advice in relation to the agreed combination.
Response:
> Royal Caribbean Cruises Ltd.; Goldman Sachs International; Response to > Carnival letter of 24 January > MIAMI, Jan. 24 > Royal Caribbean Cruises Ltd. (“Royal Caribbean”) notes the > announcement today from Carnival Corporation (“Carnival”). It > contains little beyond what Carnival has already said in previous > announcements of 17 December, 19 December, 27 December, 28 December, 8 > January, 9 January, 10 January and 17 January. Consistent with these > earlier announcements, Carnival entirely fails to address the central > issues of making an offer of superior value and deliverability.
This is worse than a couple of six year olds squabbling! I am really beginning to lose respect for all companies involved. Ernie Roller, Atlanta, GA
Response:
Hi Everyone, I received this press release from Royal Caribbean 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 Royal Caribbean Cruises Ltd. ("Royal Caribbean"): Request for Information From U.S. Federal Trade Commission MIAMI, Jan. 24 Royal Caribbean announced today that it has received a compulsory request for additional information from the U.S. Federal Trade Commission (“FTC”) relating to its agreed DLC combination with P&O Princess Cruises plc (“P&O Princess”). Royal Caribbean and P&O Princess have already provided a significant amount of information to the FTC on a voluntary basis in connection with its ongoing investigation of the DLC combination. Unlike Carnival Corporation’s (“Carnival”) outstanding pre-conditional takeover proposal for P&O Princess, the DLC combination is not subject to the filing and waiting period requirements of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). As previously announced, the FTC has made a second request for more information to both Carnival and P&O Princess with respect to Carnival’s proposal. Royal Caribbean will be complying with this request. Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the United Kingdom by the Financial Services Authority, are acting for Royal Caribbean in connection with the agreed combination and no-one else and will not be responsible to anyone other than Royal Caribbean for providing the protections afforded to customers of Goldman Sachs International and Cazenove & Co. Ltd nor for providing advice in relation to the agreed combination.