TUI Offer and CP Ships Directors' Circular mailed to shareholders
01 9월 2005 - 2:14PM
PR Newswire (US)
HANOVER, Germany and GATWICK, UK, Sept. 1 /PRNewswire-FirstCall/ --
TUI AG and CP Ships Limited jointly announced today that TUI has
mailed to CP Ships shareholders its Offer in connection with its
previously announced take-over bid for 100% of the CP Ships common
shares. The CP Ships Directors' Circular, also mailed with the
Offer, contains the unanimous determination of the Board of
Directors of CP Ships that the Offer is fair to the shareholders
and in the best interests of CP Ships, and the unanimous
recommendation of the Board of Directors that shareholders accept
the TUI Offer and tender their shares to the Offer. The Offer is
open for acceptance until 6:00 p.m. (EDT) on 7th October 2005,
unless withdrawn or extended and is subject to customary closing
conditions including its acceptance by shareholders representing
two thirds of the outstanding CP Ships shares on a fully diluted
basis and the receipt of necessary regulatory approvals in Canada,
the United States, Europe and certain other countries where the
businesses currently operate. CP Ships shareholders are advised to
read the Offer and Circular, the Directors' Circular and related
documents which have been filed with the Canadian securities
commissions and the United States Securities and Exchange
Commission as they contain important information. Shareholders may
obtain a copy of the material (when available) at the Canadian
SEDAR web site at http://www.sedar.com/ and at the SEC's web site
at http://www.sec.gov/. Information on CP Ships One of the world's
leading container shipping companies, CP Ships provides
international container transportation services in four key
regional markets: TransAtlantic, Australasia, Latin America and
Asia. Within these markets CP Ships operates 38 services in 22
trade lanes. At 30th June 2005, CP Ships' vessel fleet was 82 ships
and its container fleet 441,000 TEU. Volume in 2004 was 2.3 million
TEU. CP Ships also owns Montreal Gateway Terminals, which operates
one of the largest marine container terminal facilities in Canada.
CP Ships is listed on the Toronto and New York stock exchanges
under the symbol TEU and also in the S&P/TSX 60 Index of top
Canadian publicly listed companies. For further information, visit
the website at http://www.cpships.com/ Information on TUI TUI is
the European market leader in tourism and, through its wholly owned
subsidiary, Hapag-Lloyd, is a leading player in the global market
for container shipping. The tour operators of TUI trade in 17
European countries. In 2004, the Group had around 18 million
customers. TUI now includes about 3,290 travel agencies, 120
aircraft, 42 incoming agencies and 285 hotels with approximately
163,000 beds in 28 countries. TUI provides its customers with
holidays from a single source - from booking in a travel agency,
flights, accommodation in the Group's own hotels and customer-care
provided by the Group's own incoming agencies. This vertical
integration strategy covers the whole value chain in the source
markets (sales markets) and the destinations (holiday areas) and
provides its customers with high standards of quality from start to
finish. Through its wholly owned subsidiary Hapag-Lloyd, TUI
operates one of the world's leading container shipping companies
and also operates a fleet of four cruise liners. The container
shipping operation, with 57 container ships, specialises in
complex, wide-ranging logistics services. The container ships
primarily supply the main routes between Europe and Asia, Europe
and North America and North America and Asia. Hapag-Lloyd's
container shipping operation transported 2.4 million TEU worldwide
in the 2004 financial year. The cruise ship division is the leading
"premium and luxury cruise" tour operator in German-speaking
countries. The cruise liners including the 5-star- plus "MS Europa"
are at home on all the world's oceans. For further information,
visit the websites at http://www.tui.com/www.hapag-lloyd.com.
Forward looking information This press release contains certain
forward-looking information and statements within the meaning of
applicable securities laws relating, but not limited, to
operations, anticipated or prospective financial performance,
results of operations, business prospects and strategies of TUI and
CP Ships. Forward-looking information typically contains statements
with words such as "consider", "anticipate", "believe", "expect",
"plan", "intend", "likely" or similar words suggesting future
outcomes or statements regarding an outlook on future changes in
volumes, freight rates, costs, achievable cost savings, the
estimated amounts and timing of capital expenditures, anticipated
future debt levels and incentive fees or revenue, or other
expectations, beliefs, plans, objectives, assumptions, intentions
or statements about future events or performance. These statements
are subject to known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from
those suggested by the forward-looking statements. Although each of
TUI and CP Ships believes it has a reasonable basis for making the
forecasts or projections included herein, you are cautioned not to
place undue reliance on such forward-looking information. By its
nature, the forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and
specific that contributes to the possibility that the predictions,
forecasts and other forward-looking statements will not occur.
These factors include, but are not limited to, changes in business
strategies; general global, political and economic and business
conditions, including the length and severity of any economic
slowdown in the countries and regions where the companies operate,
including seasonality, particularly in the United States, Canada,
Latin America, Australasia, Asia and Europe; the effects of
competition and pricing pressures; changes in freight rates;
changes in operational costs; industry over-capacity; changes in
demand for container shipping; congestion; availability and cost of
chartered ships; changes in laws and regulations, including tax,
environmental, employment, competition, anti-terrorism and trade
laws; difficulties in achieving cost savings; currency exposures
and exchange rate fluctuations, fuel price and interest rate
fluctuations; changes in access to capital markets and other
sources of financing; various events which could disrupt
operations, including war, acts of terrorism, severe weather
conditions and external labour unrest, all of which may be beyond
TUI or CP Ship's insurance coverage's; compliance with security
measures by governmental and industry trade practice groups, the
outcome of civil litigation related to CP Ship's restatement of
financial results and the impact of any resulting legal judgments,
settlements and expenses, and the companies' anticipation of and
success in managing the risks associated with the foregoing. The
above list of important factors affecting forward-looking
information is not exhaustive, and reference should be had to the
other risks discussed in filings with securities regulators. TUI
and CP Ships undertake no obligation, except as required by law, to
update publicly or otherwise revise any forward- looking
information, whether as a result of new information, future events
or otherwise, or the above list of factors affecting this
information. DATASOURCE: CP Ships CONTACT: Investor Relations
Contacts: Bjorn Beroleit, TUI AG, t: +49 511 566 1310, m: +49 172
808 3023, ; Jeremy Lee, CP Ships, t: (514) 934-5254, m: (514)
502-3112, ; Media Contacts: Kuzey Alexander Esener, TUI AG, t: +49
511 566 1487, ; Klaus Heims, Hapag-Lloyd AG, t: +49 40 3001 2263,
m: +49 172 447 0135, ; Ian Blair, Hill & Knowlton
(TUI/Hapag-Lloyd), t: (416) 413-4694, m: (416) 522-0717, ;
Elizabeth Canna, CP Ships, t: +44 (0)1293 861 921, m: +41 (0)79 691
3764,
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