NEW YORK -- Carnival Corp. has referred the $5.9 billion P&O
Princess-Royal Caribbean merger proposal to Britain's Panel on
Takeover and Mergers in attempt to thwart the proposed deal,
according to international press reports.
Carnival officials in Miami declined to confirm the filing,
citing U.K. securities laws. Carnival this week submitted its own
$4.6 billion bid for P&O Princess.
Princess' board of directors rejected the Carnival bid in favor
of an earlier merger agreement with Royal Caribbean Cruises
The British panel is a regulatory agency that aims to ensure
equal treatment and opportunity for all shareholders in takeover
bids. According to the reports, Carnival officials maintain
London-based P&O Princess broke panel rules by unfairly
inserting "poison pill" clauses in its offer, including a $62.5
million break-up fee if the merger is not approved by P&O
Princess shareholders, and a $200 million fee if a P&O
Princess-Royal Caribbean joint venture also is voided.
Carnival officials say the combination of those fees exceed
panel rules that limit such costs to 1% of the total market
capitalization of the company, which would amount to $31 million
based on P&O Princess' $3.1 billion capitalization.