Carnival raises hostile offer for P&O Princess to $5.4 billion

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Posted 1:58PM on Thursday, February 7, 2002

MIAMI - Refusing to take no for an answer, Carnival Corp. came up Thursday with its fourth hostile offer for P&O Princess PLC in an effort to prevent P&O from merging with Royal Caribbean Cruises Ltd. The $5.4 billion offer requires 15 percent of P&O shareholders to pledge by Friday to vote for an indefinite delay of the merger when the issue arises on Feb. 14. If 15 percent don't come forward, the offer reverts to a rejected $5.1 billion bid. Royal Caribbean and P&O had no immediate response. A Royal Caribbean-P&O merger would put together the industry's No. 2 and No. 3 cruise lines and displace Carnival as the industry leader. Carnival wants shareholders to put off the vote at least four to six months until regulatory review on both sides of the Atlantic is complete. "Why vote on something that hasn't cleared all of the hurdles?" asked Carnival spokesman Tim Gallagher. "We don't think the shareholders have been given the freedom to choose by their board at this point." By regulatory order, this is Carnival's final offer before the vote unless Royal Caribbean and P&O change their plans. Executives with Carnival, the world's largest cruise line, have been on the road since late last week wooing U.S. and British shareholders. Felicia Kantor, cruise analyst with Lehman Brothers, said the new offer could be enough to persuade P&O shareholders to put off the vote. "We believe this offer will be the catalyst to push many POC shareholders over the fence," she said. Carnival got involved after London-based Princess announced its proposed union with Royal Caribbean in November. The suitors are crosstown rivals in Miami. With the proposed merger, Princess would own 50.7 percent of the new group -- or $3 billion of its total equity value -- with Royal Caribbean taking the rest. All three companies are eager to cut costs after business plunged in the wake of the Sept. 11 terrorist attacks. Carnival is offering 0.3004 of a share for each P&O share based on its closing price Wednesday of $25.86 on the New York Stock Exchange and an exchange rate of $1 to 0.708 pounds. Shares of Carnival fell 26 cents at midday, while Royal Caribbean was up 20 cents to $17.70, and Princess' U.S.-traded shares were up 18 cents to $23.28.