425 1 form425-72402.txt FORM 425 Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14d-2 of the Securities Exchange Act of 1934 Filing by: Carnival Corporation Subject Company: P&O Princess Cruises plc. SEC File No. of Princess: 001-15136 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN 24 JULY 2002 CARNIVAL CORPORATION -------------------------------------------------------------------------------- CARNIVAL WELCOMES CLEARANCE OF CARNIVAL / P&O PRINCESS COMBINATION BY THE EUROPEAN COMMISSION The European Commission in Brussels today announced the clearance of the proposed combination of P&O Princess and Carnival. The EC's decision concludes that the proposed concentration would not lead to the creation of dominant positions which might impede effective competition in any European markets. The decision reflects the ease with which new operators can enter into or expand cruise operations and the rapid growth of the UK and German markets forecast for the coming years. "WE ARE OBVIOUSLY VERY PLEASED WITH THE CONCLUSIONS REACHED BY THE EUROPEAN COMMISSION.", SAID MICKY ARISON, CHAIRMAN AND CHIEF EXECUTIVE OF CARNIVAL. "THE COMMISSION UNDERTOOK AN IN-DEPTH REVIEW OF THE PROPOSED TRANSACTION, HEARING ARGUMENTS FROM ALL PARTIES. WHILE THE PROCESS WAS NERVE-RACKING AT TIMES, THE COMMISSION'S THOROUGH ANALYSIS OF THE LARGE AMOUNT OF MATERIAL AND SUBMISSIONS RESULTED IN THE RIGHT OUTCOME. THIS DECISION IS CONSISTENT WITH THE NATIONAL COMPETITION AUTHORITIES' VIEWS REACHED IN GERMANY AND THE UK ON THE PROPOSED P&O PRINCESS/ROYAL CARIBBEAN COMBINATION. WE HOPE THAT IN LIGHT OF OUR CLEARANCE IN EUROPE, P&O PRINCESS WILL NOW MEET WITH US AS SOON AS POSSIBLE. WE CLEARLY HAVE THE SUPERIOR FINANCIAL PROPOSAL AND TODAY'S NEWS CONFIRMS WHAT WE HAVE INDICATED ALL ALONG: THAT BOTH TRANSACTIONS ARE SIMILARLY SITUATED AND EQUALLY DELIVERABLE FROM A REGULATORY PERSPECTIVE." Both combinations also remain under review by the Federal Trade Commission in the US. A decision is expected for both transactions on a similar timetable, which Carnival believes will not be before mid-September. ENQUIRIES: CARNIVAL Telephone: +1 305 599 2600 Micky Arison Howard Frank FINANCIAL DYNAMICS Telephone: +44 20 7831 3113 Nic Bennett APCO EUROPE Tom Brookes Telephone: +32 2 645 9834 MERRILL LYNCH Telephone: +44 20 7628 1000 Philip Yates Mark Brooker Stuart Faulkner UBS WARBURG Telephone: +44 20 7567 8000 Alistair Defriez Philip Ellick 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. 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.