RCL Reaffirms P&O Princess Merger Plans; Carnival Continues Bid.

Royal Caribbean Cruises has reaffirmed its commitment to the merger it has signed with P&O Princess Cruises plc that was announced on November 20, 2001.

Richard Fain, Chairman and Chief Executive Officer of Royal Caribbean said, “Royal Caribbean supports P&O Princess` decision to postpone their EGM, in order to give its shareholders time to fully consider their alternatives. I am convinced that the merger we have agreed with P&O Princess will provide both sets of shareholders the greatest long-term value going forward, and that P&O Princess shareholders will recognize that the transaction with Royal Caribbean is superior in all respects to the takeover proposal from Carnival.”

Carnival noted the announcement made this morning by P&O Princess that it will delay its EGM only until 14 February 2002.
Carnival requested a meeting with P&O Princess in order to reduce the pre-conditionality of its Offer. Carnival has consistently sought to provide as much certainty as possible for P&O Princess Shareholders. Accordingly Carnival again requests that P&O Princess provides the information for Carnival to be able to reduce the pre-conditionality of its Offer.
Describing Carnival`s Offer as a spoiling tactic is tantamount to accusing Carnival and its advisers of creating a false market in P&O Princess Shares, in breach of the Takeover Code and the Financial Services Authority (FSA) Code of Market Conduct. Carnival utterly repudiates any such suggestion.
In a statement issued yesterday, Carnival said that it wished to correct the misleading announcement made by P&O Princess yesterday morning:

—Carnival`s Offer is not seeking to force P&O Princess Shareholders tovote down the merger proposal. Instead, Carnival is proposing that the board of P&O Princess should, in the interests of its shareholders, delay the EGM until the regulators have concluded their review of both proposals. Carnival wishes to ensure that a level playing field is established in order that P&O Princess Shareholders can then consider both proposals on the basis of value. Both proposals are conditional on regulatory approval and neither combination can proceed without, inter alia, US antitrust clearance. Micky Arison, the Chairman and Chief Executive of Carnival, said: “We are not spoilers. We have talked to P&O Princess about a combination of our two businesses over a long period of time. The only spoiling tactics are the poison pills entered into by the P&O Princess board, which have destroyed shareholder value and which have been entered into in the full knowledge of our longstanding interest in P&O Princess.”

Meanwhile, Carnival reported net income of $116.3 million ($0.20 Diluted EPS) on revenues of $959.1 million for its fourth quarter ended November 30, 2001, compared to net income of $193.8 million ($0.33 Diluted EPS) on revenues of $850.3 million for the same quarter in 2000.
Net income for the year ended November 30, 2001, was $926.2 million ($1.58 Diluted EPS) on revenues of $4.54 billion, compared to net income of $965.5 million ($1.60 Diluted EPS) on revenues of $3.78 billion for the same period in 2000. Fourth quarter 2001 net income was reduced by $33 million, comprised of an impairment charge of $39 million, primarily related to a write-down in the carrying value of two ships, net of a Costa tax benefit of $6 million. Fourth quarter 2000 included a Costa tax benefit of $27 million.
The company`s fourth quarter comparable cruise results were also adversely affected by the September 11 terrorist attacks. The significant reduction in demand for travel following the tragic events of September 11 resulted in the company reporting lower occupancies and prices during the 2001 fourth quarter. Comparable net revenue yields (net revenue per available berth day) for the quarter were down by approximately 7 percent compared to the fourth quarter of 2000.


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