CP Ships shareholders approve amalgamation resulting in TUI owning 100% of CP Ships
2005年12月15日 - 2:32AM
PRニュース・ワイアー (英語)
GATWICK, UK, Dec. 14 /PRNewswire-FirstCall/ -- CP Ships Limited
today announced that at a shareholders meeting held today its
shareholders approved the amalgamation of CP Ships and Ship
Acquisition Inc, an indirect wholly- owned subsidiary of TUI AG
that currently holds 88.97% of the outstanding common shares of CP
Ships. Holders of 99.8% of the common shares voted in favour of the
amalgamation. Subject to the satisfaction of the conditions
contained in the Amalgamation Agreement between CP Ships and Ship
Acquisition Inc and the filing of articles of amalgamation, the
amalgamation is expected to occur on 20th December 2005. The
amalgamation will result in TUI owning 100% of the common shares of
the company resulting from the amalgamation, which will also be
named CP Ships Limited. Holders of common shares of CP Ships
immediately prior to the amalgamation, other than Ship Acquisition
Inc, will receive one redeemable special share of CP Ships (as the
corporation resulting from the amalgamation) per common share held.
The special shares will immediately be redeemed for US $21.50 per
share, the same price per share paid on 25th October 2005 under the
TUI offer for CP Ships common shares dated 30th August 2005. The
meeting material mailed to CP Ships shareholders in advance of
today's shareholders meeting, which is available at the Canadian
Securities Administrators' SEDAR website at http://www.sedar.com/
and at the Securities and Exchange Commission's website at
http://www.sec.gov/, contains instructions for such shareholders to
receive the cash payable to them in connection with the
amalgamation and redemption. Registered shareholders with any
questions or requests for assistance in surrendering their share
certificates may contact Computershare Trust Company of Canada by
telephone at 514-982-7127 or toll free within Canada and the United
States at 1-866-982-9270 or by e-mail at . Shareholders holding
shares which are registered in the name of a bank, trust company,
investment dealer or broker or other nominee should contact their
nominee holder. The common shares of CP Ships are expected to be
delisted from and no longer traded on the Toronto Stock Exchange
and suspended from and no longer traded on the New York Stock
Exchange on the date of the amalgamation in accordance with the
respective rules and policies of each exchange. CP Ships has
applied to cease to be reporting issuer under Canadian securities
laws and intends to apply to cease to be reporting company under
United States securities laws, in each case subject to the
satisfaction of applicable regulatory requirements and the
completion of the amalgamation and certain other transactions. CP
Ships expects that it will be deemed to have ceased to be a
reporting issuer under applicable securities laws in Canada and the
United States before the end of January 2006. Redemption of 10 3/8%
Senior Notes due 2012 CP Ships also completed on 13th December 2005
the previously-announced redemption of its US $200 million
aggregate principal amount of 10 3/8% Senior Notes due 2012 for an
aggregate redemption price of US $226,204,000, together with
interest in an aggregate amount of US $8,530,556. About CP Ships CP
Ships, a subsidiary of TUI AG, provides international container
transportation in four key regional markets: TransAtlantic,
Australasia, Latin America and Asia with 38 services in 21 trade
lanes. As of 30th September 2005 its vessel fleet was 80 ships and
its container fleet 432,000 teu. Volume in 2004 was 2.3 million
teu. CP Ships also owns Montreal Gateway Terminals which operates
one of Canada's largest marine container terminal facilities. TUI
expects to complete its acquisition of 100% of CP Ships on 20th
December 2005, at which time CP Ships is expected to delist from
the Toronto and New York stock exchanges. TUI plans to integrate CP
Ships into its other shipping subsidiary Hapag-Lloyd to create the
world's fifth-largest container shipping company. 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 the anticipated
timing of the suspension and delisting of CP Ships' common shares
and the suspension of CP Ships' reporting obligations.
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 TUI's ability to integrate
successfully CP Ships' operations and employees and ability to
realize anticipated synergies and 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 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; 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; and the company's
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. CP Ships undertakes 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: INVESTORS/MEDIA CONTACT:
Elizabeth Canna, VP Group Communications, Telephone: +44 (0)1293
861 921 or +41 (0)79 691 3764
Copyright