MIAMI -- In a stunning climax to two months of maneuvers to acquire
control of Norwegian Cruise Line, Carnival Corp. and Star Cruises
are poised to take over NCL jointly.
The price for NCL will approach $1.1 billion, not counting
almost $800 million in NCL debt.
The two prospective partners did not announce any plans for the
future of NCL under their joint venture, but they did indicate that
their "partnership" would extend worldwide.
Said Micky Arison, Carnival's chairman, "We anticipate [this]
will mark the start of a long-term global alliance between Carnival
and Star." He added: "This agreement ... should prove satisfactory
to the shareholders of Carnival, Star and NCL."
K.T. Kim, chairman of Star, said, "Star Cruises ... is extremely
pleased to be collaborating with Carnival."
In a statement from Oslo, Norway, on Feb. 3, the board of NCL
Holding ASA, parent company of NCL and Orient Line, announced that
Carnival and Star now control more than 50% of the company and
advised NCL shareholders to sell their remaining shares.
The saga of the fight for control of NCL had all the twists and
turns of a TV soap opera.
The day before NCL Holding's announcement, Carnival and Star
shocked NCL with the news that they had agreed to form a joint
venture in which Carnival will acquire a 40% stake in Arrasas Ltd.,
Star's wholly owned subsidiary that was formed to acquire NCL,
while Star will retain 60%.
The announcement came just a week after Carnival had announced
it had an oral agreement with NCL to block Star's bid with a 40
kroner per share offer. On Dec. 1, Carnival offered 30 kroner, or
about $900 million for all of the shares.
NCL opposed that plan, saying that Carnival was offering too
little, and invited Malaysia-based Star, the fast-rising Asia
cruise giant, to come in as a white knight to oppose the bid by
NCL's perennial Miami rival.
Star said it would cooperate, acquiring 37% of NCL's shares on
the open market. But soon after, Star surprised NCL's board by
announcing that its holdings had reached 50.2%, a threshold that
would require it to make a bid for all remaining shares, whereupon
Star offered 35 kroner per share.
Carnival seemingly threw in the towel and Star announced that it
was demanding an NCL board meeting in Oslo on Feb. 4 to put in its
own board. In response, NCL's board announced that it was
exercising stock options, a step that would dilute Star's 50.2%
interest in NCL to 47%.
Afterward, NCL chairman Kristian Siem and Arison announced their
oral agreement for Carnival to step in with a 40 kroner offer if
NCL's board could come up with commitments to turn over 50.1% of
the shares.
All sides were awaiting the board meeting called for Feb. 4,
when Star would make its bid to put in its own board, headed by
Colin Veitch, a former Princess Cruises executive.
But before the meeting could take place, according to the
announcement made by Siem on Feb. 3, Gerald Herrod, the former
owner of Orient Line who had acquired NCL shares in selling Orient
to NCL, had decided he would vote with Star at the extraordinary
general meeting.
With the plan thus stranded, Siem said in the announcement,
"Carnival and Star then entered into an agreement, and the
possibility of obtaining 40 [kroner per share] from Carnival
disappeared."
With those developments, Star was expected to take over the NCL
board formally on Feb. 4. Under the plan for Carnival to acquire
40% of Star's Arrasas Ltd., Carnival will pay an amount
proportionate to Star's costs under its 35 kroner offer, which
expires Feb. 10.
Should Star succeed in acquiring the vast majority of NCL's
shares, which is now expected, Carnival would pay between $400
million and $450 million for its 40% share in the joint venture.
The joint venture is contingent upon regulatory and government
approvals.