Freshfields, Herbert Smith poised to secure epic P&O Princess merger
Legal Week reports
November 06, 2002 at 07:03 PM
2 minute read
Freshfields Bruckhaus Deringer and Herbert Smith are on the verge of securing a successful completion to the epic merger talks between P&O Princess Cruises and Carnival Corporation – creating the first ever company to be dual-listed in London and New York.
The long-trailed tie-up of P&O and Carnival – advised by Freshfields and Herbert Smith respectively – is also the first time an announced offer for a company has been converted into a dual-listed entity.
Slaughter and May client Royal Caribbean withdrew its £3bn merger offer for P&O on 25 October, leaving the field clear for Carnival's rival bid of £3.5bn.
The P&O Princess and Carnival shares are expected to continue to be included in the Ftse 100 and the Standard & Poors 500 indices respectively.
The partial share exchange offer will allow P&O Princess shareholders to retain an interest in the combined enterprise by keeping their UK listed shares, or by exchanging them – subject to an overall limit of 20% of P&O Princess shares – for US-listed Carnival shares.
The merger, which requires shareholder approval, is expected to go ahead early next year. Depending on the extent to which the partial share offer is accepted, 21%-26% of the economic and voting interest in the merged company would be represented by P&O Princess shares.
Herbert Smith corporate partner Anthony Macaulay, who led the deal, said: "This has been an immensely complex and long-lasting transaction that has broken new ground in several ways."
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