CP Ships completes amalgamation resulting in TUI owning 100% of CP Ships
December 21 2005 - 12:50PM
PR Newswire (US)
GATWICK, UK, Dec. 21 /PRNewswire-FirstCall/ -- CP Ships Limited
today announced that it has completed its previously-announced
amalgamation with Ship Acquisition Inc. As a result of the
amalgamation, TUI AG owns 100% of the common shares of CP Ships.
Holders of common shares of CP Ships immediately prior to the
amalgamation, other than Ship Acquisition Inc, received one
redeemable special share of CP Ships (the amalgamated corporation)
per common share held. The special shares were immediately 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 the shareholders meeting held on 14th
December 2005 at which the amalgamation was approved, 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 were delisted yesterday from the Toronto Stock Exchange
and suspended from the New York Stock Exchange, and will no longer
be traded on either exchange, 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 certain
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. 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 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 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: Elizabeth Canna, VP
Group Communications, Telephone: +44 (0)1293 861 921 or +41 (0)79
691 3764
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