TUI AG

euro adhoc: TUI AG
Mergers - Acquisitions - Takeovers
TUI to acquire CP Ships for a purchase price of Euro 1.7 billion to strengthen its Container Shipping Division

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- 21.08.2005 Hanover, August 21, 2005. The Supervisory Board has today authorized the Executive Board of TUI AG to make a cash offer to acquire CP Ships, a leading Canadian container shipping company, listed on the Toronto and New York stock exchange. The offer of USD 21.50 per share values CP Ships at Euro 1.7 billion (USD 2.0 billion) on a fully diluted basis. At June 30, 2005, net debt of CP Ships was Euro 261 million (USD 316 million). The Board of CP Ships is recommending acceptance of the offer by CP Ships’ shareholders and made today a corresponding announcement. The offer price represents a premium of 24.9 per cent over CP Ships' weighted average closing share price of the last three months and of 9.7 per cent over CP Ships’ closing share price on August 19, 2005, the last business day before the offer was announced. The offer to acquire CP Ships is subject to customary closing conditions, inter alia, its acceptance by shareholders representing two thirds of the outstanding CP Ships shares on a fully diluted basis and receipt of necessary regulatory approvals. Following the successful closing of its offer TUI plans to increase its holding in CP Ships to 100 per cent. TUI anticipates closing the transaction during the fourth quarter of this year. TUI has secured necessary bank financings to fund the offer. In addition, the Executive Board and the Supervisory Board of TUI have resolved to launch a rights issue in order to raise proceeds in the amount of approximately Euro 1 billion which would reduce the need to use the bank financings accordingly. The new shares will not be offered in the United States. The acquisition of CP Ships will accelerate the development of Hapag-Lloyd, TUI's container shipping business. The combined group will become a top 5 player in the worldwide container shipping market and an important service provider across the North Atlantic. It will also be able to offer strong coverage of the Far Eastern, Australasian and South American trade lanes. In addition, Hapag-Lloyd expects that its significantly enlarged footprint will increase its attractiveness to partners in alliances. TUI has developed post acquisition integration plans which contemplate a synergy potential of some Euro 180 million per annum by the third full year following completion of the acquisition. TUI expects integration costs to amount to approximately Euro 100 million, mostly occurring during 2006. The enlarged shipping division of TUI will be well placed to continue to enhance earnings potential across the container shipping cycle benefiting from the sector's strong long term growth characteristics. With its structural transformation largely complete, the acquisition of CP Ships fits well to TUI’s strategy, building on its two strong businesses in tourism and shipping and on its strategy to grow both businesses by taking advantage of expected market growth in both sectors. Address: TUI AG Karl-Wiechert-Allee 4 30625 Hanover List of stock exchanges: Berlin/Bremen, Düsseldorf, Frankfurt, Hamburg, Hannover, München, Stuttgart ISIN codes: DE000TUAG000 DE0003659884 DE0002913894 XS0191794782 XS0191795672 XS0195307367 End of ad-hoc notice This document is not an offer for sale of subscription rights or new shares in the United States. The subscription rights and the new shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and may not be offered, sold or delivered in the United States. TUI AG does not intend to register any portion of the offering in the United States or to conduct a public offering of subscription rights or new shares in the United States. Not for distribution in the United States, Canada, Australia or Japan. If we comment on forecasts or expectations in this announcement or if our statements relate to the future, these statements may be associated with known and unknown risks and uncertainties. Actual outcomes and developments may, therefore, deviate significantly from the expressed expectations and assumptions. In addition, the performance of financial markets and exchange rates as well as national and international law amendments, particularly with regard to tax regulations, may have an influence. Except as provided by law, the company assumes no obligation to update future statements. end of announcement euro adhoc 21.08.2005 05:19:49 -------------------------------------------------------------------------------- ots Originaltext: TUI AG Im Internet recherchierbar: http://www.presseportal.de Further inquiry note: Annika Holtgrefe Group Reporting Telefon: +49(0)511 566 1289 E-Mail: annika.holtgrefe@tui.com Branche: Tourism & Leisure ISIN: DE0006952005 WKN: 695200 Index: DAX, CDAX, HDAX, Prime All Share, Prime Standard Börsen: Berliner Wertpapierbörse / official dealing Hamburger Wertpapierbörse / official dealing Frankfurter Wertpapierbörse / official dealing Baden-Württembergische Wertpapierbörse / official dealing Börse Düsseldorf / official dealing Niedersächsische Börse zu Hannover / official dealing Bayerische Börse / official dealing Bremer Wertpapierbörse (BWB) / official dealing

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