UK: P&O Princess/CarnivalProposed DLC
Last Updated: 31 October 2002

International law firm Freshfields Bruckhaus Deringer has been acting for P&O Princess Cruises plc in relation to its recent negotiations with Carnival Corporation.

Negotiations culminated last Thursday evening with the announcement by Carnival of its DLC (dual listed company) proposal with a partial share offer, followed on Friday by the withdrawal by P&O Princess of its recommendation for the competing DLC proposal with Royal Caribbean.

The new Carnival proposal effectively values P&O Princess at approximately £3.5bn. Depending on the extent to which the partial share offer is accepted, between 21 and 26 per cent of the economic and voting interest in the DLC would be represented by P&O Princess shares. If Carnival’s DLC proposal is accepted and approved by the board and shareholders of P&O Princess, completion would be expected to occur in the first quarter of 2003.

"This has been another hectic period in this long running saga, but it offers the prospect of the first DLC to be included in both the FTSE 100 and the S&P 500," said Mark Rawlinson, corporate partner, who has been leading the Freshfields Bruckhaus Deringer team.

"Another first was to be subject to Takeover Panel jurisdiction from the start, which raised some interesting issues. The relative sizes of the two companies also provided some novel variations on the standard DLC negotiation," he said.

Freshfields Bruckhaus Deringer’s team on the transaction included: Mark Rawlinson, corporate partner, London; Rachel Brandenburger, antitrust, competition and trade partner, London/Brussels; David Higgins, corporate partner, London; Bruce Embley, corporate senior associate, London.

For more information contact: Mark Rawlinson, partner +44 207 832 7105 or Anna Mitchell, head of public relations, +44 207 785 2033,


With 196 partners and more than 540 associates worldwide, Freshfields Bruckhaus Deringer is widely acknowledged as have one of the leading international corporate law practices. It advises on all aspects of corporate law for both public and privately owned clients.

The firm’s antitrust, competition and trade practice is also recognised as a leader in its field. More than 250 specialists (including over 50 partners) based in 16 countries, deal with the full range of antitrust, competition, trade and related regulatory work.

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