Press Release: Carnival Corporation
April 12, 2002
MIAMI, FL -- The European Commission yesterday announced its decision to open a Phase II enquiry into the proposed
combination of Carnival Corporation (NYSE: CCL) and P&O Princess under the European Merger Regulation. This
review will take a maximum of 4 months and an outcome is expected by early August 2002, approximately the same
time that Carnival expects the FTC reviews of the Carnival/P&O Princess and Royal Caribbean/P&O Princess
combinations to be complete. Both Carnival's offer and the Royal Caribbean Proposal are undergoing simultaneous
antitrust review in the US by the FTC.
The European Commission also today denied the request, made by the UK Department of Trade and Industry on March
18, 2002, to refer the UK elements of the Carnival/P&O Princess combination to the UK competition authority
for review.
The overwhelming vote for adjournment at the P&O Princess EGM on February 14, 2002 indicated clearly that P&O
Princess Shareholders wish to compare the two transactions on equal terms once the outcome of the regulatory processes
are known.
Carnival remains fully committed to completing its combination with P&O Princess and will continue to co-operate
fully with the European Commission and the FTC with a view to securing a successful outcome.
Enquiries:
Carnival Telephone: +1 305 599 2600
Micky Arison
Howard Frank
Tim Gallagher
Merrill Lynch Telephone: +44 20 7628 1000
Philip Yates
James Agnew
Stuart Faulkner
UBS Warburg Telephone: +44 20 7567 8000
Tom Cooper
Alistair Defriez
Financial Dynamics Telephone: +44 20 7831 3113
Ben Foster
APCO Europe
Tom Brookes Telephone: +32 2 645 9834
Terms used in this announcement have the same meaning as in the announcement dated 7 February 2002.
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 Increased 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
Increased 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 provisions of Rule 8 of the City Code to notify the London
Stock Exchange and the Panel of every dealing in such securities during the period from 16 December 2001, the date
of the announcement of the original Offer, until the first closing date of the Increased Offer or, if later, the
date on which the Increased Offer becomes, or is declared, unconditional as to acceptances or lapses. Dealings
by Carnival or P&O Princess or by their respective ``associates'' (within the definitions set out in the City
Code) in any class of securities of Carnival or P&O Princess must also be disclosed. Please consult your financial
advisor immediately if you believe this rule may be applicable to you.
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 publicly
to 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 INCREASED OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS
AND OTHER DOCUMENTS RELATING TO THE INCREASED 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 INCREASED 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 INCREASED OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT
TO THE INCREASED OFFER. THE FORM S- 4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE INCREASED 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 INCREASED 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 INCREASED 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.
SOURCE: Carnival Corporation