CP Ships Shareholders Approve Amalgamation Resulting in TUI Owning 100% of CP Ships

published: cw 50, 2005 in Mergers & acquisitions

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 www.sedar.com and at the Securities and Exchange Commission’s website at 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 corporateactions@computershare.com. 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.

Source: CP Ships


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