Carnival Corporation And Airtours plc Sign Definitive Agreements ToJointly Purchase Costa Crociere
MIAMI, March 17 -- Carnival Corporation (NYSE: CCL) and
Airtours plc (LSE: AIR), today announced the signing of definitive agreements
with the controlling shareholders ("the Syndicate") of Costa Crociere S.p.A.
("Costa"), an Italian cruise company listed on the Milan stock exchange.
Under the agreements, Carnival and Airtours intend to jointly acquire 100
percent of the issued share capital of Costa through the purchase of Il Ponte
S.p.A. ("Il Ponte"), whose principal asset is 29.6 million (or 30.7 percent)
of the ordinary shares of Costa, and through a tender offer to acquire all the
shares in Costa not owned by Il Ponte ("the Offer"). Carnival and Airtours
have received irrevocable undertakings from the Syndicate to accept the Offer
in respect of 25.2 million (or 26.2 percent) ordinary shares in Costa.
Through these agreements, Carnival and Airtours have received commitments in
respect of 56.9 percent of the issued ordinary share capital of Costa.
The agreements provide that the price of the Costa securities will be 3,875
Lire per ordinary share, 2,500 Lire per savings share and 285 Lire per savings
share warrant. Assuming full acceptance under the offer, and completion of
the acquisition of Il Ponte, the cost of the acquisition would be
approximately $300 million cash with Carnival Corporation and Airtours plc
each contributing 50 percent of that amount. Carnival Corporation currently
owns a 29.5 percent interest in Airtours plc, a vertically integrated travel
company based in the U.K.
Closing of the transaction is subject to regulatory approvals and the
successful completion of the tender offer. The tender offer for the ordinary
shares is conditioned upon Carnival and Airtours receiving acceptances from 90
percent of the ordinary shares and 75 percent of the total fully diluted
capital of Costa with these acceptance levels including the Costa securities
held by Il Ponte and the Syndicate. The tender offers for the savings shares
and the savings share warrants will be conditioned upon minimum acceptances of
80 percent of each and the successful completion of the tender offer for the
ordinary shares. No assurance can be given that the foregoing conditions will
be satisfied, that the minimum acceptances will be received in respect of each
class of equity securities under the tender offers or, that the transaction
will be finalized.
Micky Arison, Carnival's chairman and CEO, indicated that the acquisition,
which is expected to close late spring 1997, is not expected to be dilutive
to Carnival's earnings per share.
Costa, based in Genoa, Italy, is the largest European-based cruise company
and currently operates eight ships on worldwide itineraries principally in
Europe and North and South America. Costa will continue to operate under the
Costa brand name. Nicola Costa will continue in his position as chairman of
the company.
Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Holland America Line,
Windstar Cruises and Seabourn Cruise Line, which combined operate 25 ships in
the Caribbean, Alaska and other worldwide destinations. Combined, Carnival
Cruise Lines and Holland America Line have seven new ships slated for delivery
over the next three years. The Carnival Triumph is scheduled to enter service
in 1999 and Carnival Victory in 2000. Carnival also has two 70,000-ton
SuperLiners, the MS Elation and MS Paradise, under construction and expected
to debut in February and November 1998, respectively. Holland America Line
also has three new ships on order, including the 62,000-ton Rotterdam VI, and
two 65,000-ton cruise ships expected to debut in 1999. Carnival has formed a
joint venture with Hyundai Merchant Marine to establish an Asian-based cruise
line to be named Carnival Cruises Asia. Carnival Cruises Asia is scheduled to
begin cruise operations in the Far East in the spring of 1998.
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performances or achievements of Carnival
Corporation to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include general economic and business conditions, changes in cruise
industry capacity and competition, changes in tax laws and regulations
affecting Carnival and its principal stockholders, changes in other laws and
regulations affecting Carnival and other factors which are described in
further detail in Carnival's filings with the Securities and Exchange
Commission.

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