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21.08.2005 – 06:01


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. --------------------------------------------------------------------------------


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
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Further inquiry note:
Annika Holtgrefe
Group Reporting
Telefon: +49(0)511 566 1289

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

Original content of: TUI AG, transmitted by news aktuell