P&O Princess offers chance to Carnival

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The Independent Online

P&O Princess Cruises yesterday agreed to postpone a meeting for shareholders to vote on the planned $6bn (£4.2bn) merger with Royal Caribbean in a move intended to give Carnival, the world's largest cruise operator, more time to raise its £3.2bn hostile takeover bid.

Princess, which reiterated its commitment to its merger with Royal Caribbean, said it would hold an extraordinary shareholders' meeting on 14 February, some six weeks later than planned.

Peter Ratcliffe, Princess's chief executive, denied that the company was softening its attitude towards Carnival. He said the delay was intended to give the US market leader time to propose "a credible, deliverable and more valuable transaction". Until that happened, Mr Ratcliffe said he would not talk to Princess's US predator, ignoring Carnival's requests for a meeting.

"We have a fair dealing and non-solicitous agreement with Royal Caribbean and we are not able to speak to other parties unless we are presented with a superior proposal. We must be absolutely certain that we are not jeopardising our merger," said Mr Ratcliffe.

The Florida-based Carnival, which is controlled by the Arison family, has asked to be provided with as much information as Royal Caribbean in order to reduce certain pre-conditions of its offer – namely that the deal is dependent on US antitrust clearance.

Mr Ratcliffe said that Princess would file all the agreements relating to the merger proposals by the end of the month, after which time they would become public property. However, he admitted that this would not match the access that Royal Caribbean had to Princess's documents.

Shares in the UK bid target yesterday gained 3 per cent, rising 12p to 376p. This is well below the 456p-per-share value of Carnival's offer, which analysts said reflected the uncertainty surrounding the counterbid. One analyst said that Carnival would have to increase its offer to at least 500p per share to have any chance of success.

Carnival, which has had its £3.2bn cash-and-shares bid rejected, has also requested that Princess's board delay the EGM until both deals have had regulatory approval – without which neither proposal can proceed. Despite intensive efforts from Carnival's chief executive, Mickey Arison, to persuade Princess's shareholders to back his deal, analysts said that investors were likely to back the proposed nil-premium tie-up with Royal Caribbean.

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