<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
PURSUANT TO SECTION 13(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
NCL HOLDING ASA
(NAME OF SUBJECT COMPANY)
ARRASAS LIMITED
AND
STAR CRUISES PLC
(BIDDERS)
ORDINARY SHARES
(NOMINAL VALUE NOK 2.30 PER SHARE)
AND
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING FOUR ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
492693 (ORDINARY SHARES)
628854310 (AMERICAN DEPOSITARY SHARES, EACH REPRESENTING FOUR ORDINARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
GERARD LIM
STAR CRUISES PLC
SUITE 1503, OCEAN CENTRE
5 CANTOR ROAD
TSIMSHATSUI, KOWLOON
HONG KONG, SAR
011-603-309-2600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES OF COMMUNICATIONS TO:
DANIEL S. STERNBERG
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
------------------------
CALCULATION OF FILING FEE
<TABLE>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
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............................$158,625,950.24............................ $31,725.19
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</TABLE>
* For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
Transaction Valuation was calculated on the basis of (i) the offer price of
Norwegian Kroner ("NOK") 35 for each ordinary share, nominal value NOK 2.30
per share, of NCL Holding ASA (the "Shares") (converted at the noon buying
rate of NOK 8.0240 for one U.S. dollar in New York City for cable transfers
in NOK as certified for customs purposes by the Federal Reserve Bank of New
York on January 10, 2000), and (ii) 36,336,251 Shares, including Shares
represented by American Depositary Shares of NCL Holding ASA, to be acquired
by the Bidders pursuant to the transaction.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, is 1/50th of one percent of the aggregate
Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided for by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: None Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>
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<PAGE> 2
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 2 OF 7 PAGES
<TABLE>
<S> <C> <C>
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Person Above
Arrasas Limited
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2. Check the Appropriate Box if a member of a Group (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds AF, BK, WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Incorporation Isle of Man
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
125,904,529(1)
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
Approximately 49.9%
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10. Type of Reporting Person CO
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</TABLE>
- ---------------
(1) Of these Shares, 96,794,329 are owned by Arrasas Limited, a wholly owned
subsidiary of Star Cruises PLC, 10,300,000 are owned by Resorts World
Limited, 2,810,200 are owned by Genting Overseas Holdings Limited and
6,000,000 are owned by Palomino Limited. Because each of Arrasas Limited,
Resorts World Limited, Genting Overseas Holdings Limited and Palomino
Limited are affiliates of Star Cruises PLC, Star Cruises PLC may be deemed
to beneficially own the Shares held by such entities.
<PAGE> 3
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 3 OF 7 PAGES
<TABLE>
<S> <C> <C>
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Person Above Star Cruises PLC
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2. Check the Appropriate Box if a member of a Group (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Sources of Funds Not applicable
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Incorporation Isle of Man
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
125,904,529(2)
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row (7)
Approximately 49.9%
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10. Type of Reporting Person CO
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</TABLE>
- ---------------
(2) Of these Shares, 96,794,329 are owned by Arrasas Limited, a wholly owned
subsidiary of Star Cruises PLC, 10,300,000 are owned by Resorts World
Limited, 2,810,200 are owned by Genting Overseas Holdings Limited and
6,000,000 are owned by Palomino Limited. Because each of Arrasas Limited,
Resorts World Limited, Genting Overseas Holdings Limited and Palomino
Limited are affiliates of Star Cruises PLC, Star Cruises PLC may be deemed
to beneficially own the Shares held by such entities.
<PAGE> 4
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 4 OF 7 PAGES
This Schedule 14D-1 Tender Offer Statement (the "Statement") is being filed
in connection with Arrasas Limited's (the "Offeror"), an Isle of Man company and
a wholly owned subsidiary of Star Cruises PLC, an Isle of Man company ("Star"),
offer to purchase all of the outstanding ordinary shares, nominal value NOK 2.30
per share (the "Shares"), of NCL Holding ASA ("NCL"), that are held by U.S.
Persons (as defined in Regulation S under the Securities Act of 1933, as
amended), at a purchase price of NOK 35 per Share net to the seller in cash,
without interest thereon, and all outstanding American Depositary Shares of NCL,
each representing four Shares ("ADSs" and, together with the Shares, the
"Securities"), at a purchase price of NOK 140 per ADS net to the seller in cash,
without interest thereon, both upon the terms and subject to the conditions set
forth in the Offer to Purchase dated January 13, 2000 (the "Offer to Purchase")
and the related Letter of Transmittal and Acceptance Form (which together
constitute the "Offer") which are annexed to and filed with this Statement as
Exhibits (a)(1), (a)(2) and (a)(3), respectively. This Statement is being filed
on behalf of the Offeror and Star. This Statement also amends the Schedule 13D
filed by the Offeror, Resorts World Limited, Genting Overseas Holdings Limited
and Palomino Limited with the Securities and Exchange Commission on December 27,
1999, as amended (the "Schedule 13D"), which is incorporated herein by reference
and attached hereto as Exhibit (g).
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Offer to Purchase.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is NCL, a company organized under the
laws of the Kingdom of Norway, whose principal executive offices are located at
Haakon VII's gate 1, P.O. Box 1861 Vika, N-0124 Oslo, Norway.
(b) Reference is hereby made to the information set forth on the Cover Page
of the Offer to Purchase and in "INTRODUCTION" of the Offer to Purchase, which
is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Price Range of Securities; Dividends; Exchange Rate" of the Offer to
Purchase, which is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) & (g) This Statement is being filed on behalf of the Offeror and
Star. Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Certain Information Concerning the Offeror and Star" and "Schedule 1"
of the Offer to Purchase, which is incorporated herein by reference.
(e)-(f) During the last five years, none of the Offeror, Star, GT
Lim, KH Lim, KT Lim nor, to the best of their knowledge, any of the persons
listed in Schedule 1 of the Offer to Purchase, which is incorporated herein by
reference, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) Reference is hereby made to the information set forth in
"INTRODUCTION" and "SPECIAL FACTORS--Background of the Offers" of the Offer to
Purchase, and in the Schedule 13D, which is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Reference is hereby made to the information set forth in
"THE U.S. OFFER--Source and Amount of Funds" of the Offer to Purchase, which is
incorporated herein by reference.
<PAGE> 5
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 5 OF 7 PAGES
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
(a)-(g) Reference is hereby made to the information set forth in
"INTRODUCTION"; "SPECIAL FACTORS--Background of the Offers"; "--Purpose of the
Offers; The Compulsory Acquisition; Plans for NCL After Completion of the
Offers"; and "THE U.S. OFFER--Effect of the Offers on the Market for the
Securities" of the Offer to Purchase, which is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) Reference is hereby made to the information set forth in
"INTRODUCTION"; "SPECIAL FACTORS--Background of the Offers"; "--Purpose of the
Offers; The Compulsory Acquisition; Plans for NCL After Completion of the
Offers"; "--Beneficial Ownership of Shares"; and "Schedule 1" of the Offer to
Purchase, and in Item 5 and Schedule 2 of the Schedule 13D, which is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Reference is hereby made to the information set forth in "THE U.S.
OFFER--Source and Amount of Funds" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Reference is hereby made to the information set forth in "THE U.S.
OFFER--Fees and Expenses" of the Offer to Purchase, which is incorporated herein
by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Background of the Offers" of the Offer to Purchase, which is
incorporated herein by reference.
(b)-(c) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Norwegian Mandatory Offer Requirement"; "--Purpose of the Offers; The
Compulsory Acquisition; Plans for NCL After Completion of the Offers"; "THE U.S.
OFFER--Certain Legal Matters; Regulatory Approvals" of the Offer to Purchase,
which is incorporated herein by reference.
(d) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Effect of the Offers on the Market for the Securities--Margin
Regulations" of the Offer to Purchase, which is incorporated herein by
reference.
(e) Not applicable.
(f) Reference is hereby made to the information set forth in the Offer to
Purchase, the Letter of Transmittal, the Acceptance Form, the Notice of
Guaranteed Delivery and the Schedule 13D, copies of which are attached hereto as
Exhibits (a)(1), (a)(2), (a)(3), (a)(4) and (g), respectively.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated January 13, 2000.
(a)(2) Form of Letter of Transmittal.
<PAGE> 6
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 6 OF 7 PAGES
(a)(3) Form of Acceptance Form.
(a)(4) Form of Notice of Guaranteed Delivery.
(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees regarding the tender of Shares.
(a)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees regarding the tender of ADSs.
(a)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to be used in connection with
the tender of Shares.
(a)(8) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to be used in connection with
the tender of ADSs.
(a)(9) Text of Summary Advertisement published on January 13, 2000.
(a)(10) Text of Press Release issued by Star on January 13, 2000.
(b)(1) Loan Agreement between ABN-Amro Bank N.V., Arrasas Limited, the other
lenders party thereto and the guarantors party thereto, dated December
19, 1999 (incorporated herein by reference to Exhibit 1 of the Schedule
13D).
(b)(2) Loan Agreement between Joondalup Limited and Star Cruises PLC, dated
December 20, 1999 (incorporated herein by reference to Exhibit 2 of the
Schedule 13D).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Schedule 13D filed by Arrasas Limited, Resorts World Limited, Genting
Overseas Holdings Limited and Palomino Limited with the Securities and
Exchange Commission on December 27, 1999, as amended (incorporated
herein by reference).
<PAGE> 7
CUSIP NO. 492693 (SHARES) AND 628854310 (AMERICAN
DEPOSITARY SHARES) PAGE 7 OF 7 PAGES
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 13, 2000
ARRASAS LIMITED
By: /s/ GERARD LIM
------------------------------------
Name: Gerard Lim
Title: Director
STAR CRUISES PLC
By: /s/ LIM KOK THAY
------------------------------------
Name: Lim Kok Thay
Title: Director
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING
ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE U.S. DOLLAR EQUIVALENT THEREOF FOR EACH
ORDINARY SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140 FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 10, 2000
UNLESS THE OFFER IS EXTENDED
Arrasas Limited, an Isle of Man company (the "OFFEROR") and a wholly owned
subsidiary of Star Cruises PLC, an Isle of Man company ("STAR"), is making an
offer (the "U.S. OFFER") for all outstanding ordinary shares, nominal value NOK
2.30 each (the "SHARES"), that are held by U.S. Persons ("U.S. PERSONS," as
defined in Regulation S under the Securities Act of 1933, as amended (the
"SECURITIES ACT")), and all outstanding American Depositary Shares, each
representing four Shares ("ADSS" and, together with the Shares, the
"SECURITIES"), of NCL Holding ASA, a Norwegian company ("NCL"), upon the terms
and subject to the conditions of this Offer to Purchase and in the related
Acceptance Form and Letter of Transmittal. The U.S. Offer is being made to all
holders of Shares who are U.S. Persons and to all holders of ADSs.
The Offeror is making the U.S. Offer in conjunction with a concurrent offer
(the "INTERNATIONAL OFFER" and, together with the U.S. Offer, the "OFFERS") for
all outstanding Shares that are held by non-U.S. Persons. U.S. Persons will not
be permitted to tender their Shares in the International Offer and non-U.S.
Persons will not be permitted to tender their Shares in the U.S. Offer. ADSs
(whether or not held by U.S. Persons) may be tendered only in the U.S. Offer.
The Offeror will purchase Shares during, but outside of, the U.S. Offer pursuant
to the International Offer and may also purchase Shares outside the United
States during, but outside of, the International Offer through market purchases
and privately negotiated transactions.
THERE ARE NO CONDITIONS TO THE OBLIGATIONS OF THE OFFEROR TO PURCHASE AND
PAY FOR SHARES AND ADSS PROPERLY TENDERED AND NOT WITHDRAWN IN RESPONSE TO THE
U.S. OFFER.
The Offers are being made pursuant to the mandatory offer requirements of
Norwegian law and applicable regulations of the Oslo Stock Exchange (the "OSE").
SEE "SPECIAL FACTORS--BACKGROUND OF THE OFFERS" AND "--NORWEGIAN MANDATORY OFFER
REQUIREMENT."
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION, NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
THE INFORMATION AGENT FOR THE OFFER IS
[MACKENZIE PARTNERS, INC. LOGO]
January 13, 1999
<PAGE> 2
IMPORTANT INFORMATION
The U.S. Offer will expire (the "Expiration Time") at 12:00 midnight, New
York City time on Thursday, February 10, 2000, unless and until the Offeror, in
its sole discretion, shall have extended the time during which the Offers are
open, in which event the term Expiration Time shall mean the latest time and
date on which the Offers, as so extended, shall expire.
In order for Shares to be validly tendered pursuant to the U.S. Offer, an
Acceptance Form (or a copy thereof) properly completed and duly executed,
together with any other required documents, must be received before the
Expiration Time (as defined below) by Den norske Bank ASA (the "NORWAY RECEIVING
AGENT") at its address set forth on the back cover page of this Offer to
Purchase. Any holder of Shares that is not a U.S. Person may tender such Shares
only in the International Offer. For assistance in connection with the
International Offer, please contact Alfred Berg Norge ASA ("ALFRED BERG"), the
manager of the International Offer, at the address and telephone number
appearing on the back cover page of this Offer to Purchase.
In order for ADSs to be validly tendered pursuant to the U.S. Offer, (i)
the Letter of Transmittal (or a copy thereof) properly completed and duly
executed, with any required signature guarantees, or an Agent's Message (as
defined below) in connection with a book-entry delivery of ADSs, and any other
required documents, must be received by The Bank of New York (the "DEPOSITARY")
at one of its addresses set forth on the back cover page of this Offer to
Purchase before the Expiration Time and either (A) the American Depositary
Receipt (the "ADR") evidencing tendered ADSs must be received by the Depositary
along with the Letter of Transmittal or (B) ADSs must be tendered pursuant to
the procedure for book-entry transfer described below and a Book-Entry
Confirmation (as defined below) must be received by the Depositary, in each case
before the Expiration Time or (ii) the tendering holder must comply with the
guaranteed delivery procedures described below.
Questions and requests for assistance or copies of the Offer to Purchase,
the Acceptance Form, the Letter of Transmittal and related tender offer
materials may be directed to Alfred Berg in connection with the tender of Shares
and to MacKenzie Partners, Inc. (the "INFORMATION AGENT") in connection with the
tender of ADSs, at their respective addresses and telephone numbers set forth on
the back cover page of this Offer to Purchase. Copies of all such materials will
be furnished promptly at the Offeror's expense.
The U.S. Offer is not being made to, nor will tenders be accepted from or
on behalf of, Securityholders in any jurisdiction in which the making of the
U.S. Offer or acceptance thereof would not be in compliance with the laws of
such jurisdiction. Receipt of this document does not constitute the making of
the Offers, including the U.S. Offer, to (and tenders of Securities will not be
accepted from or on behalf of) holders of Securities in any jurisdiction in or
outside the U.S. in which the making of the Offers, including the U.S. Offer, or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. The Offeror is not presently aware of any jurisdiction in the U.S.
that prohibits the making of the U.S. Offer; however, the Offeror may, in its
discretion, take such action as it may deem necessary to make the U.S. Offer in
any such jurisdiction and extend the U.S. Offer to holders of Securities in that
jurisdiction.
In any U.S. jurisdiction, the securities laws or blue sky laws of which
require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer
will be deemed to be made on behalf of the Offeror by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
The Offers and acceptances thereof shall be governed by, and construed in
accordance with, Norwegian law. The conduct of the U.S. Offer is subject to
United States federal securities laws and the securities laws of the states in
which the U.S. Offer is being made.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF STAR OR THE OFFEROR OR ANY OF THE OTHER STAR GROUP
(AS HEREINAFTER DEFINED) MEMBERS NOT CONTAINED IN THIS OFFER TO PURCHASE, THE
ACCEPTANCE FORM OR THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY STAR OR THE OFFEROR OR ANY OF THE OTHER STAR GROUP MEMBERS. THE DELIVERY OF
THIS OFFER TO PURCHASE SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NCL, STAR, OR THE
OFFEROR OR ANY OTHER MEMBER OF
2
<PAGE> 3
THE STAR GROUP SINCE THE DATE OF THIS OFFER TO PURCHASE OR THAT THE INFORMATION
IN THIS OFFER TO PURCHASE IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS OFFER TO PURCHASE.
INFORMATION CONCERNING NCL
All the information concerning NCL contained in this Offer to Purchase has
been taken from or based upon publicly available documents and records on file
with the OSE, the Commission or other public sources, and is qualified in its
entirety by reference to such documents and records. Although neither Star nor
the Offeror nor any of the other Star Group members has any knowledge that would
indicate that any statements contained herein taken from or based on such
documents and records are untrue or incomplete, none of such persons can take
responsibility for the accuracy or completeness of such documents and records,
or for any failure by NCL to disclose events which may have occurred or may
affect the significance or accuracy of any information contained in such
documents and records.
FORWARD-LOOKING STATEMENTS
This Offer to Purchase and the documents incorporated by reference in this
Offer to Purchase include certain forward-looking statements. These statements
appear throughout this Offer to Purchase and include statements regarding the
intent, belief or current expectations of the Offeror and Star and their
management, including statements concerning the Offeror's and Star's strategies
following completion of the Offers, their plans with respect to the acquisition
of all of the equity interests in NCL and the probable impact of that
acquisition on their respective financial conditions and results of operations.
Such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and actual results may differ materially from
those described in such forward-looking statements as a result of various
factors.
AVAILABLE INFORMATION
NCL is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, in
accordance therewith, files reports and other information with the Commission.
Reports and other information filed by NCL pursuant to the information
requirements of the Exchange Act can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can be obtained at prescribed rates from the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
materials may be inspected and copied at the offices of the New York Stock
Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005. Further
information on the operation of the Commission's Public Reference Room in
Washington, D.C. can be obtained by calling the Commission at 1-800-SEC-0330.
The Commission also maintains an Internet worldwide web site that contains
reports, proxy statements and other information about issuers, such as NCL, who
file electronically with the Commission. The address of that site is
http://www.sec.gov.
Pursuant to the requirements of the Exchange Act, Star and the Offeror have
filed with the Commission statements on Schedule 14D-1 and Schedule 13E-3, each
in respect of the U.S. Offer. The Schedule 14D-1 and the Schedule 13E-3 and any
amendments to either of them, including exhibits, should be available for
inspection and copying as set forth above (except that such Schedules and any
amendment thereto will not be available at the Commission's regional offices
until 30 days after they are filed) and from the Commission's Internet worldwide
web site referred to above. NCL is required by the Exchange Act to file with the
Commission a Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 within 10 business days after the commencement date of the Offers.
3
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION................................................ 1
SPECIAL FACTORS............................................. 3
Certain Information Concerning the Offeror, Star and
NCL.................................................... 3
Background of the Offers.................................. 3
Norwegian Mandatory Offer Requirement..................... 5
Purpose of the Offers; The Compulsory Acquisition; Plans
for NCL After Completion of the Offers................. 5
Certain Other Rights of Securityholders................... 7
Position of the Offeror Regarding Fairness of the U.S.
Offer.................................................. 7
Interests of Certain Persons in the U.S. Offer............ 8
Beneficial Ownership of Shares............................ 8
Securities and Exchange Commission Relief................. 8
THE U.S. OFFER.............................................. 10
General................................................... 10
Terms of the U.S. Offer................................... 10
Procedures for Tendering Securities....................... 11
Withdrawal Rights......................................... 15
Acceptance for Payment and Payment for Securities......... 16
Certain Tax Consequences.................................. 18
Price Range of Securities; Dividends; Exchange Rate....... 19
Effect of the Offers on the Market for the Securities..... 20
Certain Information Concerning NCL........................ 21
Certain Information Concerning the Offeror and Star....... 24
Source and Amount of Funds................................ 24
Certain Legal Matters; Regulatory Approvals............... 26
Fees and Expenses......................................... 27
Schedule 1. Information Concerning Members of the Boards of
Directors and the Executive Officers of Arrasas and
Star...................................................... S-1
</TABLE>
i
<PAGE> 5
TO HOLDERS OF SHARES WHO ARE U.S. PERSONS AND TO ALL HOLDERS OF ADSs:
INTRODUCTION
The Offeror is making the U.S. Offer for all outstanding Shares that are
held by U.S. Persons and all outstanding ADSs, upon the terms and subject to the
conditions of this Offer to Purchase and the related Acceptance Form and Letter
of Transmittal. The U.S. Offer is being made to all holders of Shares who are
U.S. Persons and to all holders of ADSs.
The Offeror is making the U.S. Offer in conjunction with the concurrent
International Offer. U.S. Persons will not be permitted to tender their Shares
in the International Offer and non-U.S. Persons will not be permitted to tender
their Shares in the U.S. Offer. ADSs (whether or not held by U.S. Persons) may
be tendered only in the U.S. Offer. The Offeror will purchase Shares during, but
outside of, the U.S. Offer pursuant to the International Offer and may also
purchase Shares outside the United States during, but outside of, the
International Offer through market purchases and privately negotiated
transactions.
The price to be paid in the U.S. Offer for the Shares is NOK 35 per Share,
net to the seller in cash, without interest (the "SHARE OFFER PRICE"), upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Acceptance Form; provided, however, that any holder of Shares
tendered in the U.S. Offer may elect to receive the U.S. Dollar equivalent of
the Share Offer Price for such holder's Shares. With respect to any Shares for
which payment is to be made in U.S. Dollars, the Norway Receiving Agent will
convert the NOK payment received from the Offeror for such Shares into U.S.
Dollars on the spot market as soon as practicable after receipt thereof.
The price to be paid in the U.S. Offer for the ADSs is the U.S. Dollar
equivalent of NOK 140 per ADS, net to the seller in cash, without interest (the
"ADS OFFER PRICE" and with the Share Offer Price the "OFFER PRICE"), upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Transmittal. The Depositary will convert the NOK payment
received from the Offeror for such ADSs into U.S. Dollars on the spot market as
soon as practicable after receipt thereof.
Currency rates of exchange may fluctuate. The actual amount to be received
by tendering holders of Shares who elect to receive payment in U.S. Dollars and
tendering holders of ADSs is subject to change. For illustrative purposes only,
the noon buying rate in New York City for cable transfers in NOK as certified
for customs procedures by the Federal Reserve Bank of New York on January 10,
2000, was NOK 8.0240 per U.S. Dollar.
The price to be paid in the International Offer will be the Share Offer
Price.
THERE ARE NO CONDITIONS TO THE OBLIGATIONS OF THE OFFEROR TO PURCHASE AND
PAY FOR SHARES AND ADSs PROPERLY TENDERED AND NOT WITHDRAWN IN RESPONSE TO THE
U.S. OFFER.
AS REQUIRED BY NORWEGIAN LAW, THE OFFEROR HAS ARRANGED FOR A GUARANTEE OF
ITS PAYMENT OBLIGATIONS WITH RESPECT TO SECURITIES VALIDLY TENDERED IN THE
OFFERS AND NOT PROPERLY WITHDRAWN. SEE "THE U.S. OFFER--SOURCE AND AMOUNT OF
FUNDS--BANK GUARANTEE."
Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Acceptance Form and Instruction 6 of
the Letter of Transmittal, stock transfer taxes in respect of the purchase of
the Securities pursuant to the U.S. Offer. However, in order to avoid "backup
withholding" of U.S. federal income tax at a rate of 31% of the gross payment
received pursuant to the U.S. Offer and other related tax penalties, each holder
of Securities participating in the U.S. Offer is urged to provide the Offeror
with such holder's correct taxpayer identification number on Form W-9, if
appropriate, or to provide a certificate of such holder's non-U.S. status on a
Form W-8, if appropriate. A substitute Form W-9 has been included with the U.S.
Offer materials and a Form W-8 may be obtained from the Depositary. For more
information, see "THE U.S. OFFER--CERTAIN TAX CONSEQUENCES--CERTAIN U.S. FEDERAL
INCOME TAX CONSEQUENCES--INFORMATION AND BACKUP WITHHOLDING."
<PAGE> 6
According to official notifications filed by NCL with the OSE and other
publicly available sources, as of January 11, 2000 there were 250,930,958 Shares
registered and outstanding, 15,841 holders of record of the Shares and ADSs,
including 48 record holders of Shares held by U.S. Persons and one record holder
of ADSs (such Shares and ADSs representing in the aggregate 14.22% of the total
Shares registered and outstanding). As of the date of this Offer to Purchase,
the Offeror, together with three other companies affiliated with the Lim Family
(as defined herein), which are Resorts World Limited, Genting Overseas Holding
Limited and Palomino Limited (collectively, the "STAR GROUP"), holds in the
aggregate 125,904,529 Shares which represented approximately 50.2% of the Shares
registered and outstanding as of January 11, 2000. NCL has announced that an
additional 1,505,411 Shares will be registered and issued as a result of recent
conversions of Convertible Bonds (as defined below) and the exercise of certain
options to purchase Shares. Following the issuance of such additional Shares,
NCL will have 252,436,369 Shares registered and outstanding and the Shares
currently owned by the Star Group will represent approximately 49.9% of such
Shares. References in this Offer to Purchase to outstanding Shares is to the
number of registered and outstanding Shares following such issuance.
According to NCL's Registration Statement on Form 20-F dated July 6, 1999
and filed with the Commission on July 7, 1999 (the "NCL Form 20-F"), on April
19, 1999, NCL sold U.S.$62 million aggregate principal amount of its 6%
Convertible Redeemable Bonds due 2002 (the "CONVERTIBLE BONDS"), which are
convertible into Shares at a conversion price equal to the lower of (i) the
average closing price of the Shares over a ten day period immediately preceding
conversion and (ii) NOK 27.00. Star believes that all of the Convertible Bonds
are now convertible at any time. Any Shares issued upon conversion of the
Convertible Bonds prior to the expiration of the Offers may be tendered in the
Offers provided such tenders are duly made in a timely manner prior to the
expiration of the Offers.
THIS OFFER TO PURCHASE AND THE RELATED ACCEPTANCE FORM AND LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE U.S. OFFER.
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<PAGE> 7
SPECIAL FACTORS
CERTAIN INFORMATION CONCERNING THE OFFEROR, STAR AND NCL
THE OFFEROR. The Offeror is an investment holding company incorporated
under the laws of the Isle of Man and a wholly owned subsidiary of Star. Since
its formation, the Offeror has not engaged in any business other than in
connection with the acquisition of Shares and the Offers. SEE "THE U.S.
OFFER--CERTAIN INFORMATION CONCERNING THE OFFEROR AND STAR--THE OFFEROR."
STAR. Star is a company incorporated under the laws of the Isle of Man. It
is regarded as the leading cruise line in the Asia-Pacific region. Star's
ordinary shares are listed on the Luxembourg Stock Exchange with the Bloomberg
ticker symbol "STAR LX" and traded on the Centralized Limit Order Book, an
over-the-counter trading system, of the Singapore Stock Exchange with the ticker
symbol "STRC SP." See "THE U.S. OFFER--CERTAIN INFORMATION REGARDING THE OFFEROR
AND STAR--STAR."
NCL. NCL is a company incorporated under the laws of the Kingdom of
Norway. NCL is considered to be the fourth largest cruise operator in the world
with its current fleet of ships with a total of 12,334 lower passenger berths
(not including the contracted Sky II that is expected to be delivered in the
summer of 2001). NCL had revenues of U.S.$767.6 million and a net operating loss
of approximately U.S.$2.6 million as of and for the year ended December 31,
1998. See "THE U.S. OFFER--CERTAIN INFORMATION CONCERNING NCL."
BACKGROUND OF THE OFFERS
Mr. Colin Au, the President and Chief Executive Officer of Star, met with
Mr. Kristian Siem, the Chairman of the Board of NCL, on two occasions, in late
September and early October 1999, and discussed in general possible marketing
and other cooperative business arrangements between the two companies, including
the possibility of some form of business combination (although no specific terms
for any such transactions were discussed).
Except for such meetings, prior to December 1999, neither Star nor any
member of the Star Group nor any of their affiliates had had any contacts or
negotiations with NCL concerning a merger, consolidation or acquisition, a
tender offer for or other acquisition of securities of any class of NCL, an
election of directors of NCL or a sale or other transfer of a material amount of
assets of NCL or any of its subsidiaries.
On December 1, 1999, Carnival Corporation ("CARNIVAL") announced that it
intended to make a takeover offer to acquire all of the outstanding Shares at a
price of NOK 30 per Share in cash (the "CARNIVAL OFFER"). On December 8, 1999,
Carnival formally commenced the Carnival Offer. On December 1, 1999, the NCL
Board issued a press release indicating their opinion that the price offered in
the Carnival Offer was "inadequate relative to the intrinsic value of NCL and
represents a significant discount to the relative valuation of other companies
in the cruise industry."
On December 2, 1999, Mr. Siem telephoned Mr. Au in Malaysia to suggest a
meeting between Star and NCL to discuss matters of mutual interest in light of
the Carnival Offer and Mr. Au and Mr. Siem agreed to meet in London on December
5, 1999. At the December 5, 1999 meeting, which was also attended by Mr. Geir
Aune, the President and Chief Executive Officer and a director of NCL, Star and
NCL discussed in general terms the possibility of Star's making an offer for the
Shares competitive with the Carnival Offer as well as the potential for a
business alliance between Star and NCL. Star indicated to NCL a general interest
in considering such transactions as well as a need to evaluate both the
strategic and financial desirability and feasibility of any such transactions
from Star's point of view.
On December 6, 1999, Mr. Siem informed Mr. Au that NCL was obligated to
disclose to the OSE the identity of Star as one of two parties with whom NCL was
holding discussions regarding a response to the Carnival Offer and Mr. Au met
with Mr. Siem later that day to agree upon the reference to Star in an NCL press
release.
Between December 10 and 13, 1999, representatives of Star met with
representatives of NCL on several occasions and discussed the possibility of
Star subscribing directly for a block of newly-issued Shares for cash
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<PAGE> 8
to be used in funding NCL's fleet building program, as well as to outline other
elements of a possible business alliance. Upon learning on December 12 that NCL
would not be permitted to engage in such a transaction during the pendency of
the Carnival Offer without prior shareholder approval, the parties abandoned
such discussions, although NCL indicated it remained interested in pursuing
Star's interest in a business alliance.
On December 14, 1999, Mr. Au met with Mr. Siem and informed him that the
Star Group had acquired a position in the Shares and continued to be open to
discussions of a business alliance.
On December 15, 1999, Star, on behalf of the Star Group, notified the OSE,
in accordance with the Norwegian Securities Trading Act (1997) (the "NSTA"),
that the Star Group had acquired 51.4 million Shares, or 20.6% of the Shares
then outstanding. This notification was made public by the OSE in accordance
with the NSTA. The Star Group continued to purchase Shares in the open market.
Also on December 15, 1999, Mr. Au met again with Mr. Siem. Mr. Siem
proposed that Star consider agreeing to act as the standby underwriter in a
public placement of Shares to raise capital for the construction of new ships by
NCL. Mr. Au indicated that such a transaction was likely not to be of interest
to Star. Mr. Siem also requested that the Star Group not dispose of its Shares
nor acquire new Shares. In a telephone call later that evening, Mr. Siem asked
Mr. Au also to consider whether Star would be prepared to make an offer for the
Shares competitive to the Carnival Offer.
On the morning of December 16, 1999, Star, on behalf of the Star Group,
notified the OSE, in accordance with the NSTA, that the Star Group had acquired
a total of 97.9 million Shares, or 39.3% of the Shares then outstanding. This
notification was also made public by the OSE in accordance with the NSTA. Star
also received from NCL a proposed agreement indicating the terms of the
placement of Shares discussed the previous day. Later on December 16, 1999, Mr.
Au met with Mr. Siem and Mr. Trygve Hegnar, a director of NCL, and informed them
that Star believed its participation in the proposed placement of Shares on the
terms indicated by NCL would not be in Star's interest.
After the close of business on December 16, 1999, Star, on behalf of the
Star Group, notified the OSE, in accordance with the NSTA, that the Star Group
had acquired a total of 125.9 million Shares, representing more than 50% of the
Shares then outstanding, triggering an obligation pursuant to the NSTA to make a
mandatory offer, and that Star would make a mandatory offer for all Shares at
the highest price paid by Star or its related parties during the previous six
months, that is, the Offer Price. This notification was also made public by the
OSE in accordance with the NSTA.
On December 17, 1999, following the announcement by Star of its intention
to make a mandatory offer, the NCL Board issued the following statement through
the OSE (translated from Norwegian):
"The Board of Directors of NCL have been informed that Star Cruises
has acquired more than 40% of the share capital and voting rights in
the company, and that a mandatory offer to purchase the remaining
shares in the company will be set forth. The Board of Directors
recommends shareholders not to sell their shares in the market, or in
any other fashion prior to when the mandatory offer document is made
available and the Board of Directors statement regarding the offer
from Star Cruises has been made."
As discussed below, see "CERTAIN OTHER RIGHTS OF SECURITYHOLDERS," the NCL
Board has an obligation under the NSTA to issue a statement (in addition to the
above statement) concerning the mandatory offer.
On January 5, 2000, Star contacted NCL to request NCL's agreement to
certain interim arrangements to facilitate Star's active participation in the
direction and management of NCL following completion of the Offers. The interim
arrangements proposed were: first, that following the commencement of the Offers
NCL would invite two representatives of Star to participate as observers at any
meetings of the NCL Board (other than during discussions of the Offers); second,
that NCL would permit two representatives of Star to be present at NCL's Miami,
Florida offices for the purpose of familiarizing Star with NCL's senior
personnel and operations; and finally, that the NCL Board act promptly to
convene an extraordinary meeting of NCL's shareholders to coincide with the
scheduled completion of the Offers for the purpose of electing a new board
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<PAGE> 9
of directors. A formal request to convene such a shareholders' meeting, in
accordance with applicable Norwegian law, was also delivered to NCL by the
Offeror on January 5, 2000. On January 11, 2000, NCL announced that it will call
an extraordinary Shareholders' meeting to be convened on February 4, 2000.
NORWEGIAN MANDATORY OFFER REQUIREMENT
The Offers are being made in order to comply with the mandatory offer
requirements of the NSTA and applicable regulations of the OSE which provide
that any person who (alone or in concert with its "close associates," as defined
in the NSTA) acquires more than 40% of the total voting rights in a Norwegian
company whose shares are quoted on a Norwegian stock exchange must, no later
than four weeks after acquiring such interest, make an offer (referred to herein
as a "MANDATORY OFFER") to purchase all remaining shares of that company.
The price offered in a mandatory offer is required to be at least as high
as the highest price the bidder has paid or agreed to pay to acquire shares of
the relevant company during the six-month period preceding the date on which the
mandatory offer obligation arises or, if the market price at that point is
higher than the price the bidder has paid during that six-month period, the
offer price under the mandatory offer is required to be at least as high as the
then current market price. If during the offer period, the bidder pays or agrees
to pay a higher price than the mandatory offer price, the bidder must pay an
offer price equivalent to such higher amount.
The mandatory offer requirements apply to the Offeror because the Offeror,
together with the other Star Group members (who are "close associates" of the
Offeror under the NSTA), acquired a number of Shares that caused their combined
ownership to exceed 40% of all outstanding Shares. As of the date of this Offer
to Purchase, the Star Group held in the aggregate 125,904,529 Shares, which
represented approximately 49.9% of the outstanding Shares. The price per Share
to be paid in the Offers is equal to the highest price paid by any member of the
Star Group to purchase Shares prior to the date of the Offers and thus satisfies
the minimum price requirements of the NSTA.
PURPOSE OF THE OFFERS; THE COMPULSORY ACQUISITION; PLANS FOR NCL AFTER
COMPLETION OF THE OFFERS
PURPOSE OF THE OFFERS. The purpose of the Offers is to comply with the
mandatory offer requirements of the NSTA and to facilitate the acquisition by
Star, through the Offeror, of all of the remaining outstanding Securities.
Star plans to operate NCL and Orient Lines jointly with its own operations
to create the "First Global Cruise Line" in the world and the equal third
largest one. The combined companies would have 18 ships in operation and 5 under
construction with cruise itineraries in the Americas, Europe and Asia Pacific
with about 34,000 lower berths by 2004. Star will complement NCL and Orient
Lines with its high standards of service onboard and the combined companies will
present a product aimed primarily at the North American market but which will
also have international appeal. Star believes that the combined companies will
be able to provide cross marketing of an Asian/European/American product thereby
strengthening the passenger base of both companies.
THE COMPULSORY ACQUISITION. In the event that at any time after completion
of the Offers the Offeror (together with Star and any other subsidiaries of
Star) owns more than 90% of the Shares then outstanding, Star will have the
right under Section 4-25 of the Norwegian Public Limited Company Act (1997) (the
"NORWEGIAN COMPANIES ACT"), by giving notice to the remaining Securityholders,
to acquire for cash the remaining Securities not already owned by it (the
"COMPULSORY ACQUISITION"). Similarly, in such event, each Securityholder may
require that the Offeror acquire its Securities.
In this regard, the other members of the Star Group (who together own
29,110,200 Shares or 11.5% of the Shares outstanding) intend to transfer their
Shares to Star following completion of the Offers.
If the prerequisites for a Compulsory Acquisition are satisfied, Star
intends to take the steps necessary to initiate and effect the Compulsory
Acquisition as promptly as practicable after completion of the Offers. The
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<PAGE> 10
Compulsory Acquisition would include any and all Shares held of record or
beneficially owned by U.S. Persons and all ADSs which are not purchased in the
U.S. Offer and all Shares held of record or beneficially owned by non-U.S.
Persons which are not purchased in the International Offer. NCL would become a
wholly owned subsidiary of Star as of the time Star notifies the Securityholders
that it has exercised its right to commence the Compulsory Acquisition.
Absent an agreement between Star and each of the remaining Securityholders
as to the price to be paid in the Compulsory Acquisition, Star will notify in
writing the remaining Securityholders of the price at which it is willing to
purchase their Securities. Star expects that the Securityholders will be offered
a price equal to the Offer Price. If Star presents the offer in writing to all
of the remaining Securityholders with a known address, and the offer is
published in the Norwegian Public Gazette and in a newspaper generally read at
NCL's place of business, Star may set a time limit for each Securityholder to
contest or refuse the offer. Such time limit may not be less than two months.
Securityholders who have not contested such offer before the expiration of such
time limit will be deemed to have accepted such offer. If any Securityholders do
not accept the offer, the price to be paid to those Securityholders in the
Compulsory Acquisition will be set by a Norwegian court on the basis of the
court's assessment of the fair market value of the Securities as of the date of
the Compulsory Acquisition. The consideration paid by the Offeror and accepted
by Securityholders pursuant to the Offers would be among the factors considered
by the Norwegian court in its valuation of the Securities. However, the amount
that may be payable pursuant to Norwegian law in the Compulsory Acquisition may
be more or less than the Offer Price. THERE CAN BE NO ASSURANCE THAT THE
PREREQUISITES FOR A COMPULSORY ACQUISITION PROCEEDING WILL BE SATISFIED OR, IF
SATISFIED, THAT SECURITYHOLDERS WHO DO NOT TENDER THEIR SECURITIES IN THE OFFERS
WILL BE ABLE TO OBTAIN THE OFFER PRICE WITH RESPECT TO THEIR SECURITIES THROUGH
THE COMPULSORY ACQUISITION PROCEEDING.
PLANS FOR NCL AFTER COMPLETION OF THE OFFERS. The Star Group currently
holds a sufficient number of Shares to exercise a significant degree of control
over NCL, including, in all likelihood as a practical matter, to elect the
entire board of directors of NCL (which requires the vote of a simple majority
of Shares present at a Shareholders' meeting at which a quorum is present).
In the event that after completion of the Offers the prerequisites for a
Compulsory Acquisition are not satisfied, Star intends to hold discussions with
the NCL Board and management of NCL, to seek to participate in the direction and
management of NCL (including by seeking representation on the NCL Board) and to
otherwise exercise influence or control over NCL and its business and policies.
In addition, Star may make purchases of the Shares at prices appropriate at the
time of such purchases, in order to acquire a sufficient number of Shares to
effect a Compulsory Acquisition. As described above, the Offeror has formally
requested, in accordance with Norwegian law, that the NCL Board convene an
extraordinary meeting of the Shareholders to be held following the completion of
the Offers for the purpose of electing a new board of directors and such meeting
will be held on February 4, 2000.
Star further intends to seek the appointment of Mr. Colin Veitch, formerly
the Senior Vice President, Marketing and Corporate Development of Princess
Cruises, to serve as the President and Chief Executive Officer of NCL following
the completion of the Offers and the extraordinary Shareholders' meeting. Mr.
Veitch would also be appointed as a director of Star.
Star believes generally that Star and NCL should be able to achieve certain
synergies through an integration of certain of their business operations and
that such integration will contribute to establishing one of the world's largest
cruise line operators which is diversified and competitive and capable of
offering customers a broader range of quality cruise products and services and
take further and better advantage of economies of scale that exist within each
independent company. Following the completion, and depending upon the results
of, the Offers, Star intends to evaluate in detail the potential and means for
such an integration and to discuss these matters with the current management of
NCL. The ability of Star to effect any such integration plans and the timing
thereof will depend on a variety of factors, including the number of Securities
acquired in the Offers.
Star does not currently anticipate making significant changes relating to
the employees of NCL and expects to cause NCL to continue to be operated as an
independent brand.
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<PAGE> 11
Except as described in this Offer to Purchase, Star has not formulated at
this time any specific plans or proposals with respect to the management or
affairs of NCL or the integration of its business with that of NCL.
Star expects that, depending on the number of Shares held by Star and the
Offeror following completion of the Offers and, if the requirements for such
actions are met, it will seek to cause NCL to have the ADSs delisted from the
NYSE and the Shares delisted from the OSE and to have the registration of the
Securities under the Exchange Act terminated. If Star initiates a Compulsory
Acquisition, the ADSs will no longer be traded on the NYSE and the Shares will
no longer be traded on the OSE and the registration of the Securities under the
Exchange Act will be terminated. Accordingly, following the Offers there may not
be, and following the Compulsory Acquisition there will not be, publicly-traded
securities of NCL. See "THE U.S. OFFER--EFFECT OF THE OFFERS ON THE MARKET FOR
THE SECURITIES."
CERTAIN OTHER RIGHTS OF SECURITYHOLDERS
NO DISSENTERS' RIGHTS. Under Norwegian law, no dissenters' rights--or
similar rights--are available in connection with the Offers other than the
rights described above that may become available in connection with a Compulsory
Acquisition.
POSITION OF NCL REGARDING THE OFFERS. The NSTA requires that the NCL Board
issue a statement concerning the Offers, including information on the views of
NCL's employees and other factors of significance in assessing whether the
Offers should be accepted by Securityholders. NCL is also required by the
Exchange Act to file with the Commission a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 within 10 business days
after the commencement date of the Offers containing a statement of NCL's
position with respect to the Offers.
RELATED PARTY TRANSACTIONS. Under Norwegian law, shareholders are not
permitted to adopt resolutions in shareholders' meetings and a company's board
of directors is not permitted to take actions, the effect of which would be to
give some shareholders preferential treatment over other shareholders or the
company. Accordingly, under Norwegian law, transactions between a company and
its affiliates must be on arm's-length terms.
POSITION OF THE OFFEROR REGARDING FAIRNESS OF THE U.S. OFFER
Neither the Offeror nor Star nor any other member of the Star Group has
undertaken any analysis, or made any determination, of the fairness, from the
perspective of Securityholders, of the Offers or the Offer Price, nor are the
Offeror, Star or any other member of the Star Group under any obligation to do
so under applicable Norwegian law. As a matter of Norwegian law, even though the
Star Group may be considered to control NCL by virtue of its combined
Shareholding, the Offers cannot be challenged on the basis of the fairness of
the Offer Price.
The Star Group's acquisitions of Shares prior to the commencement of the
Offers were made in arms-length transactions at prices determined by then
prevailing market conditions, including the effects on the market for Shares of
the Carnival Offer. In determining to acquire Shares at prevailing market
prices, Star and the Star Group considered only factors relating to their
strategic and financial interests and capabilities.
The Offer Price, which is equivalent in amount to the consideration being
offered in the International Offer, has been determined solely in compliance
with applicable provisions of the NSTA governing the minimum price payable in
mandatory offers. As described above, see--"NORWEGIAN MANDATORY OFFER
REQUIREMENT" --, such price was required to be at least as high as the highest
price the Star Group had paid or agreed to pay to acquire Shares during the
six-month period preceding the date on which the obligation to make the Offers
arose (or, if higher, the market price at that point in time). Further, although
neither the Offeror nor any other member of the Star Group has any present
intention to do so, if at any time during which the Offers remain open they were
to pay or agree to pay a higher price for any of the Securities, under Norwegian
law, the Offeror will be required to pay such higher price in the Offers. Thus,
Norwegian law
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ensures that any Securityholder who accepts either the U.S. Offer or the
International Offer will receive the highest price paid to any Securityholder in
connection with the Offers.
The Offer Price represents a premium of approximately 16.7% compared to the
per Share price proposed to be paid in the Carnival Offer and a premium of
approximately 40.6% compared to the closing Share price of NOK 24.90 on December
1, 1999, the last trading day prior to the public announcement of the Carnival
Offer. The Offer Price also represents a premium of approximately 10.76%
compared to the closing Share price of NOK 31.60 on December 16, 1999, the last
trading day prior to the announcement that the Offeror had become obligated to
make the Offers.
As described above, in any Compulsory Acquisition, Securityholders will
have the opportunity to receive the fair market value of their Securities as
determined by a Norwegian court.
INTERESTS OF CERTAIN PERSONS IN THE U.S. OFFER
Holders of Shares and ADSs should be aware that, notwithstanding their
ownership of approximately 49.9% of the outstanding Shares, inasmuch as the
Offeror and Star are seeking to acquire the entire share capital of NCL in
furtherance of their own business interests, they have interests that present
actual or potential conflicts with the interests of other holders of Securities.
BENEFICIAL OWNERSHIP OF SHARES
As of the date of this Offer to Purchase, the Offeror and the other members
of the Star Group beneficially owned, as defined by Rule 13d-3 of the Exchange
Act, 125,904,529 Shares or approximately 49.9% of the outstanding Shares.
Tan Sri Lim Goh Tong ("GT LIM"), Puan Sri Lim (nee Lee) Kim Hua ("KH LIM")
and Dato' Lim Kok Thay ("KT LIM" and together with GT Lim and KH Lim, the "LIM
FAMILY"), all of whom are Malaysian citizens, through their control of family
trusts, beneficially own more than 50% of Star's outstanding ordinary shares and
are ultimately in control of both Star and the Offeror. GT Lim and KH Lim are
husband and wife and KT Lim is their son. Except as disclosed below, none of the
Lim Family, Star, the Offeror or any other member of the Star Group, or to the
best knowledge of the Lim Family, Star, the Offeror or the other members of the
Star Group, any of the persons listed in Schedule 1 beneficially owns any Shares
or has purchased any Shares since January 1, 1998. Between December 2 and
December 16, 1999, the following members of the Star Group purchased the
following number of Shares at the following average price per Share:
<TABLE>
<CAPTION>
AVERAGE HIGH LOW
NUMBER OF PURCHASE PURCHASE PURCHASE
SHARES PRICE PRICE PRICE
---------- -------- -------- --------
(IN NOK)
--------------------------------
<S> <C> <C> <C> <C>
Arrasas Limited.......................... 96,794,329 33.657 35.0000 31.9740
Resorts World Limited.................... 10,300,000 -- 34.9213 34.9213
Genting Overseas Holding Limited......... 2,810,200 -- 34.9213 34.9213
Palomino Limited......................... 16,000,000 -- 34.9840 34.9840
</TABLE>
SECURITIES AND EXCHANGE COMMISSION RELIEF
In order to facilitate the making of the U.S. Offer, the Division of
Corporation Finance of the Commission has granted certain exemptive and
no-action relief with respect to certain provisions of the Exchange Act and the
rules and regulations promulgated thereunder. Specifically, it has confirmed
that (1) the Division of Corporation Finance will not recommend that the
Commission take enforcement action if the International Offer is conducted
without compliance with Section 14(d) of the Exchange Act and the rules and
regulations thereunder, (2) the Offeror is granted an exemption from Rule 14d-10
under the Exchange Act to permit the U.S. Offer to be conducted at the same time
as the International Offer, (3) the Division of Corporation Finance will not
recommend that the Commission take enforcement action pursuant
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to Rule l4e-1(c) under the Exchange Act if payment of the consideration to be
paid for the Securities properly tendered in the U.S. Offer is made, in
accordance with Norwegian practice and applicable Norwegian law, as soon as
reasonably practicable after (and in any event within 14 days of) the expiration
of the U.S. Offer, and (4) the Division of Corporation Finance will not object,
pursuant to Rule 14e-1(d) under the Exchange Act, if in connection with any
extension of the U.S. Offer, at least five business days are required for
determination of the results of the Offers, after which such results are
announced, as is customary pursuant to Norwegian practice.
The Division of Market Regulation of the Commission has also granted Star
and its affiliates (including the Offeror) and financial institutions acting on
their behalf certain exemptive relief from the provisions of Rule 10b-13 under
the Exchange Act (the "10b-13 EXEMPTION"). The 10b-13 Exemption (1) permits Star
and its affiliates (including the Offeror) and financial institutions acting on
their behalf to purchase Shares pursuant to the International Offer during (but
outside) the U.S. Offer and (2) permits Star and its affiliates (including the
Offeror) and financial institutions acting on their behalf to purchase Shares
outside of both Offers. The 10b-13 Exemption is conditioned upon, among other
things: (i) no such purchases or arrangements to make such purchases being made
in the United States; (ii) the offer documents pertaining to the U.S. Offer
prominently disclosing the possibility of, or the intention to make, such
purchases prior to and following commencement of the Offers and, if any such
purchases or arrangements are made before commencement of the Offers, disclosing
information regarding such purchases (including the size, price per share, and
manner of such purchases); (iii) Star and its affiliates (including the Offeror)
and any financial institutions acting on their behalf complying with any
disclosure requirements of the NSTA and the OSE applicable to such purchases and
making comparable disclosure in the United States, and, in any case, announcing
by press release in the United States information regarding such purchases
(including the size, price per share, and manner of such purchases) on a next
day basis; (iv) Star and its affiliates (including the Offeror) and financial
institutions acting on their behalf providing to the Commission, upon request, a
daily schedule of all purchases of Securities, including the size, broker, time
of execution and price per share and, if not executed on the OSE, the exchange,
quotation system or other facility through which the purchase occurred; and (v)
Star and its affiliates (including the Offeror) and financial institutions
acting on their behalf complying with all provisions of Norwegian law, including
the NSTA and the regulations of the OSE, applicable to such transactions and,
other than as set forth in the 10b-13 Exemption, Rule 10b-13.
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THE U.S. OFFER
GENERAL
The Offeror is offering to acquire all outstanding Securities on the terms
and subject to the conditions set forth in this Offer to Purchase. There are two
concurrent offers (with separate offer documents): the U.S. Offer and the
International Offer. The U.S. Offer is being made to all beneficial owners and
holders of record of ADSs and to beneficial holders and holders of record of
Shares that are U.S. Persons. The International Offer is being made only to
beneficial holders and holders of record of Shares who are not U.S. Persons. The
International Offer is not being made directly or indirectly in, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
the mail, facsimile transmission, telex or telephone) of interstate commerce or
any facilities of a national securities exchange of, the United States. The U.S.
Offer and the International Offer will commence and terminate on the same dates.
The International Offer will be made on substantially the same terms and will
otherwise be conducted in substantially the same manner as the U.S. Offer.
TERMS OF THE U.S. OFFER
There are no conditions to the obligations of the Offeror to purchase and
pay for Shares and ADSs validly tendered and not properly withdrawn in response
to the U.S. Offer. The Offeror will accept for payment any and all Securities
validly tendered in the U.S. Offer before the Expiration Time, and not
theretofore properly withdrawn according to the procedures set forth under the
caption "WITHDRAWAL RIGHTS."
Subject to applicable rules and regulations of the Commission, the Offeror
reserves the right (but is not obligated), at any time and from time to time,
(i) to extend the period during which the U.S. Offer is open, and thereby delay
acceptance for payment of and the payment for any Securities, by giving oral or
written notice of such extension to the Norway Receiving Agent and the
Depositary, and by making a public announcement thereof, as described below, and
(ii) to amend the U.S. Offer in any other respect by giving oral or written
notice of such amendment to the Norway Receiving Agent and the Depositary, and
by making a public announcement thereof. UNDER NO CIRCUMSTANCES WILL INTEREST BE
PAID ON THE PURCHASE PRICE FOR TENDERED SHARES OR ADSS, WHETHER OR NOT THE U.S.
OFFER IS EXTENDED.
Any extension, amendment or termination of the U.S. Offer will be followed
as promptly as practicable by public announcement thereof. In the case of an
extension, Rule 14e-1(d) under the Exchange Act requires that the announcement
be issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Time in accordance with the public
announcement requirements of Rule 14d-4(c) under the Exchange Act. Subject to
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,
which require that any material change in the information published, sent or
given to Securityholders in connection with the U.S. Offer be promptly
disseminated to such Securityholders in a manner reasonably designed to inform
Securityholders of such change) and without limiting the manner in which the
Offeror may choose to make any public announcement, the Offeror will not have
any obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a press release to the Dow Jones News Service,
the OSE and the NYSE. As used in this Offer to Purchase, "business day" has the
meaning set forth in Rule 14d-1 under the Exchange Act.
Subject to the rights of holders to withdraw tendered Securities before the
Expiration Time, the Offeror also reserves the right to retain, until the
Expiration Time, all Securities that have been tendered during the period or
periods for which the U.S. Offer is extended. During any such extension, all
Securities previously tendered and not withdrawn will remain subject to the same
terms and conditions of the U.S. Offer, subject to the rights of a tendering
holder to withdraw any tendered Securities before the Expiration Time. See--
"WITHDRAWAL RIGHTS." However, the ability of the Offeror to delay the payment
for the Securities that the Offeror has accepted for payment is limited by Rule
14c-1(c) under the Exchange Act, which requires that a bidder pay the
consideration offered or return the securities deposited by or on behalf of
holders of securities promptly after the termination or withdrawal of such
bidder's offer. The Offeror has been granted exemptive relief pursuant to the
Commission Order under Rule 14e-1(c) to permit payment for the Securities in
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<PAGE> 15
accordance with applicable Norwegian law, pursuant to which it is obligated to
make payment as soon as reasonably practicable after the Expiration Time, and in
any event within 14 days thereafter.
If the Offeror materially changes the terms of the U.S. Offer or the
information concerning the U.S. Offer, the Offeror will disseminate additional
tender offer materials and extend the U.S. Offer to the extent required by Rules
14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The minimum period during
which the U.S. Offer must remain open following material changes in the terms of
the U.S. Offer or information concerning the U.S. Offer, other than a change in
price or a change in the percentage of Securities sought, will depend upon the
facts and circumstances then existing, including the relative materiality of the
changed terms or information. In the Commission's view an offer should remain
open for a minimum of 5 business days from the date a material change is first
published, sent or given to Securityholders, and, if material changes are made
with respect to information that approaches the significance of price and the
percentage of securities sought, a minimum of 10 business days may be required
to allow for adequate dissemination and investor response. With respect to a
change in price, a minimum ten business day period from the date of such change
is generally required under applicable Commission rules and regulations to allow
for adequate dissemination to Securityholders. The requirement to extend the
U.S. Offer will not apply to the extent that the number of business days
remaining between the occurrence of the change and the then scheduled Expiration
Time equals or exceeds the minimum extension period that would be required
because of such amendment.
If, before the Expiration Time, the Offeror should become obligated under
Norwegian law to increase the consideration being offered in the U.S. Offer,
such increase in the consideration being offered will be applicable to all
holders whose Securities are accepted for payment pursuant to the U.S. Offer. If
at the time notice of any such increase in the consideration being offered is
first published, sent or given to holders of such Securities, the U.S. Offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from and including the date that such notice is first so published,
sent or given, the U.S. Offer will be extended at least until the expiration of
such ten business day period.
The Verdipapirsentralen, the Norwegian Registry of Securities ("VPS"), has
provided the Offeror with its account lists and security position listing and
The Bank of New York, the depositary under NCL's ADR program, has been requested
to provide the Offeror with a list of ADR holders and a security position
listing for the purpose of disseminating the U.S. Offer to holders of
Securities. This Offer to Purchase and the related materials are being mailed by
the Offeror to holders of record of the Securities, and are being furnished by
the Offeror to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or who are listed as participants in a clearing agency's security position
listing, for transmittal to beneficial owners of Securities.
PROCEDURES FOR TENDERING SECURITIES
VALID TENDER OF SHARES. This section should be read together with the
instructions on the Acceptance Form. The provisions of this section shall be
deemed to be incorporated in and form a part of the Acceptance Form. The
instructions printed on the Acceptance Form shall be deemed to form part of the
terms of the U.S. Offer with respect to the Shares.
In order to avoid possible "backup withholding" of U.S. federal income tax
at a rate of 31% of the gross payment received pursuant to the U.S. Offer and
other related tax penalties, each holder of Shares participating in the U.S.
Offer is urged to provide the Offeror with such holder's correct taxpayer
identification number on Form W-9. A substitute Form W-9 has been included with
the U.S. Offer materials. For more information, see "CERTAIN TAX
CONSEQUENCES--CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES--INFORMATION
REPORTING AND BACKUP WITHHOLDING."
For a holder of Shares to validly tender such Shares pursuant to the U.S.
Offer, an Acceptance Form, properly completed and duly executed, together with
any other required documents, must be received before the Expiration Time by the
Norway Receiving Agent at its address set forth on the back cover page of this
Offer to Purchase.
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The Acceptance Form must be completed and signed by the Shareholder or an
authorized representative of such Shareholder (and accompanied by proper
evidence satisfactory to the Norway Receiving Agent of such representative's
authority) and delivered to the Norway Receiving Agent by mail or hand delivery
or by facsimile transmission. If the account in the VPS to which such Shares are
credited has been encumbered, the person in whose favor such encumbrance has
been granted must consent to the transfer of the Shares free of any encumbrances
by endorsing the Acceptance Form.
By executing and delivering the Acceptance Form, a holder of Shares
authorizes the Norway Receiving Agent to transfer such Shares to a special
blocked VPS account opened in the name of the accepting Shareholder, with Alfred
Berg as trustee. The Offeror has the right to accept or reject tendered Shares
which are not available in the tendering Sharesholder's VPS account when the
Norway Receiving Agent receives the Acceptance Form.
The Norway Receiving Agent will also be irrevocably authorized, on behalf
of the trustee of such accounts, to debit the tendered Shares from the new VPS
account. Accordingly, at the time of settlement VPS will, upon instruction from
the Norway Receiving Agent, transfer the Shares to the Offeror and, in a
continuous transaction, effect a cash settlement on behalf of the Offeror. The
Offer Price is expected to be available to account holders within 7 Norway
business days after the Expiration Time.
Shareholders tendering their Shares in response to the U.S. Offer will
retain their shareholder rights until settlement has taken place.
Acceptance of the U.S. Offer pursuant to the procedures described above
constitutes a binding agreement between the accepting holder of Shares and the
Offeror according to the terms and conditions set forth herein and in the
Acceptance Form.
HOLDERS OF SHARES ARE ADVISED THAT THE METHOD CHOSEN TO SEND THE ACCEPTANCE
FORM AND OTHER REQUIRED DOCUMENTS, AND THE PROPER COMPLETION OF AND DELIVERY OF
THE ACCEPTANCE FORM AND SUCH DOCUMENTS, IS AT THE OPTION AND RISK OF EACH
TENDERING HOLDER, AND THAT DELIVERY THEREOF WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE NORWAY RECEIVING AGENT. IF DELIVERY IS MADE BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY BEFORE THE
EXPIRATION TIME.
Notwithstanding the foregoing, the Offeror may in its discretion treat any
Acceptance Form received by the Norway Receiving Agent as valid or waive any
requirement of this section, but the payment of the consideration in the U.S.
Offer will not be made until any irregularity has been resolved or waived and
all documents have been received by the Norway Receiving Agent.
If fewer than all of the Shares registered to a NCL shareholder's account
in the VPS are to be tendered, the holder thereof should so indicate in the
Acceptance Form by filling in the number of Shares to be tendered in paragraph 2
of the Acceptance Form. In such case, the Norway Receiving Agent will transfer
only the number of Shares so indicated in paragraph 2 of the Acceptance Form.
VALID TENDER OF ADSS. This section should be read together with the
instructions in the Letter of Transmittal. The provisions of this section shall
be deemed to be incorporated in and form a part of the Letter of Transmittal.
The instructions printed on the Letter of Transmittal shall be deemed to form
part of the terms of the U.S. Offer with respect to the ADSs.
In order to avoid "backup withholding" of U.S. federal income tax at a rate
of 31% and other related tax penalties, each holder of ADSs participating in the
U.S. Offer is urged to provide the Offeror with such holder's correct taxpayer
identification number on Form W-9, if appropriate, or to provide a certificate
of such holder's non-U.S. status on a Form W-8, if appropriate. A substitute
Form W-9 has been included as part of the U.S. Offer materials and a Form W-8
may be obtained from the Depositary. For more information, see "CERTAIN TAX
CONSEQUENCES--CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES--INFORMATION
REPORTING AND BACKUP WITHHOLDING."
Except as set forth below, in order for ADSs to be validly tendered
pursuant to the U.S. Offer, (i) the Letter of Transmittal (or a copy thereof)
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message (as defined below) in connection with a book-entry delivery
of ADSs, and any other required documents, must be received by the Depositary at
one of its addresses set forth on the back
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cover page of this Offer to Purchase before the Expiration Time and either (A)
the ADR certificates evidencing tendered ADSs must be received by the Depositary
along with the Letter of Transmittal, or (B) ADSs must be tendered pursuant to
the procedure for book-entry transfer described below and a Book-Entry
Confirmation (as defined below)) must be received by the Depositary, in each
case before the Expiration Time, or (ii) the tendering holder must comply with
the guaranteed delivery procedures described below.
The U.S. Offer in respect of ADSs shall be validly accepted by the
tendering holder upon delivery of a Letter of Transmittal, the relevant ADR
certificates evidencing ADSs (or, in the case of a book-entry transfer, an
Agent's Message and Book-Entry Confirmation (each as defined below)) and other
required documents to the Depositary by holders of ADSs (without any further
action by the Depositary), subject to the terms and conditions herein and in the
Letter of Transmittal. The acceptance of the U.S. Offer by a tendering holder of
ADSs pursuant to the procedures described above, subject to the withdrawal
rights described below, will be deemed to constitute a binding agreement between
such tendering holder of ADSs and the Offeror upon the terms of the U.S. Offer.
IF ADR CERTIFICATES EVIDENCING ADSS HAVE BEEN TENDERED BY A HOLDER OF ADSS, THEN
THE SHARES REPRESENTED BY SUCH ADSS MAY NOT ALSO BE TENDERED.
HOLDERS OF ADSS ARE ADVISED THAT THE METHOD CHOSEN TO SEND ADR
CERTIFICATES, IF ANY, AND THE PROPER COMPLETION OF AND DELIVERY OF THE LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS, INCLUDING DELIVERY THROUGH THE DEPOSITORY TRUST
COMPANY (THE "BOOK-ENTRY TRANSFER FACILITY"), IS AT THE OPTION AND RISK OF EACH
TENDERING HOLDER, AND THAT DELIVERY THEREOF WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY
TRANSFER, BY BOOK ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS MADE BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY
BEFORE THE EXPIRATION TIME.
Book-Entry Transfer. The Depositary will establish an account with respect
to interests in ADSs held in book-entry form at the Book-Entry Transfer Facility
for purposes of the U.S. Offer within two business days after the date of this
Offer to Purchase. Any financial institution that is a participant in the
Book-Entry Transfer Facility's system may make book-entry delivery of ADSs by
causing the Book-Entry Transfer Facility to transfer such ADSs into the
Depositary's account at the Book-Entry Transfer Facility in accordance with the
Book-Entry Transfer Facility's procedures for transfer.
Although delivery of interests in ADSs evidenced by ADRs may be effected
through book-entry transfer at the Book-Entry Transfer Facility, the Letter of
Transmittal (or a copy thereof), properly completed and duly executed with any
required signature guarantees, or an Agent's Message (as defined below) in
connection with a book-entry delivery of interests in ADSs, and any other
required documents, must, in any case, be transmitted to and received by the
Depositary at one of its addresses set forth on the back cover page of this
Offer to Purchase before the Expiration Time for ADSs evidenced by ADRs to be
validly tendered, or the guaranteed delivery procedures described below must be
complied with.
The term "AGENT'S MESSAGE" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary, and forming a part of the
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the ADSs, that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Offeror may enforce such agreement against the participant.
The term "BOOK-ENTRY CONFIRMATION" means the confirmation of a book-entry
transfer of ADSs into the Depositary's account at the Book-Entry Transfer
Facility,
REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE DEPOSITARY AT
ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER PAGE OF THIS OFFER TO PURCHASE.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY ACCORDING TO THE
BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion
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Program, or the Stock Exchanges Medallion Program (each of the foregoing being
referred to as an "ELIGIBLE INSTITUTION") unless the ADSs tendered thereby are
tendered: (i) by a registered holder of ADSs who has not completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" in the Letter of Transmittal, or (ii) for the account of
an Eligible Institution. See Instruction 1 of the Letter of Transmittal.
If an ADR certificate is registered in the name of a person other than the
signer of the Letter of Transmittal, then the ADR certificate must be endorsed
or accompanied by appropriate stock powers, signed exactly as the name(s) of the
registered holder(s) appear on the ADR certificate, with the signature(s) on
such ADR certificate or stock powers guaranteed by an Eligible Institution.
Evidence of the payment of any applicable stock transfer tax must also be
presented. See Instructions 1, 5 and 6 of the Letter of Transmittal.
If the ADRs are forwarded separately to the Depositary, a properly
completed and duly executed Letter of Transmittal (or a copy thereof) must
accompany each such delivery.
Guaranteed Delivery Procedures. If a holder of ADSs desires to tender ADSs
pursuant to the U.S. Offer and such holder's ADRs are not immediately available,
or such holder cannot deliver the ADRs and all other required documents to the
Depositary or complete the procedures for book-entry transfer before the
Expiration Time, as the case may be, such ADSs may nevertheless be tendered if
all of the following conditions are satisfied:
(1) the tender is made by or through an Eligible Institution;
(2) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Offeror herewith or, in
the case of a book-entry transfer, a message transmitted through the
Book-Entry Transfer Facility pursuant to which the participant agrees to be
bound by the Notice of Guaranteed Delivery, is received by the Depositary
as provided below before the Expiration Time; and
(3) the ADRs representing all tendered ADSs, in proper form for
transfer together with a properly completed and duly executed Letter of
Transmittal (or copy thereof), with any required signature guarantees (or,
in the case of a book-entry transfer, Book-Entry Confirmation and an
Agent's Message) and any other documents required by the Letter of
Transmittal are received by the Depositary within 3 NYSE trading days after
the date of execution of such Notice of Guaranteed Delivery. A "NYSE
trading day" means any day on which the New York Stock Exchange is open for
business.
Any Notice of Guaranteed Delivery may be delivered by hand or mail to the
Depositary and must include a signature guarantee by an Eligible Institution in
the form set forth in the Notice of Guaranteed Delivery.
Notwithstanding any other provisions hereof, payment for ADSs accepted for
payment pursuant to the U.S. Offer will in all cases be made only after receipt
by the Depositary within the permitted period of time of ADRs evidencing such
ADSs, or of Book-Entry Confirmation, and a properly completed and duly executed
Letter of Transmittal (or copy thereof), together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message) and
any other documents required by the Letter of Transmittal.
The guaranteed delivery procedures will not be available to holders
tendering Shares.
Partial Tenders. If fewer than all the ADSs evidenced by any ADRs
delivered to the Depositary are to be tendered, the holder thereof should so
indicate in the Letter of Transmittal by filling in the number of ADSs that are
to be tendered in the box entitled "Number of ADSs Tendered." In such case, a
new ADR for the remainder of the ADSs represented by the surrendered ADR will be
sent to the person(s) signing such Letter of Transmittal (or delivered as such
person properly indicates thereon) as promptly as practicable following the
Expiration Time.
Appointment as Proxy and Attorney. By tendering ADSs, a holder irrevocably
appoints the Offeror and each of its directors, secretaries and officers from
time to time jointly, and each of them severally, as such holder's true and
lawful agents, attorneys-in-fact and proxies in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to receive all
benefits and otherwise exercise all rights of
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beneficial ownership of the ADSs tendered by such holder and accepted for
payment by the Offeror and with respect to any and all other securities issued
or issuable in respect of such ADSs on or after the date of this Offer to
Purchase. All such appointments will be considered coupled with an interest in
the tendered ADSs. Any such appointment will be effective when, and only to the
extent that, the Offeror accepts for payment ADSs tendered by such holder as
provided herein. Upon the effectiveness of such appointment, all prior powers of
attorney, proxies and consents given by such holder with respect to the ADSs
will, without further action, be revoked and no subsequent powers of attorney,
proxies, consents or revocations may be given by such holder (and, if given,
will not be deemed effective). The designees of the Offeror will thereby be
empowered to exercise all voting and other rights with respect to such ADSs (and
any such other securities or rights issued or issuable in respect of such
securities) in respect of any annual, special or adjourned meeting of otherwise,
as they in their sole discretion deem proper. The Offeror reserves the right to
require that, in order for ADSs to be deemed validly tendered, immediately upon
the Offeror's acceptance for payment of such ADSs, the Offeror must be able to
exercise full voting, consent and other rights with respect to such ADSs (and
any such other securities or rights issued or issuable in respect of such
securities) including voting at any meeting of Securityholders.
As set forth in "WITHDRAWAL RIGHTS," the U.S. Offer will not be deemed to
be validly accepted in respect of any Securities which have been validly
withdrawn, and accordingly, the foregoing proxy and power of attorney will cease
to be effective in respect of any ADSs that are validly withdrawn. If such
Securities are subsequently re-tendered, the appointment of proxies and
attorneys-in-fact with respect to those ADSs and the effectiveness of the
appointment as described above will apply.
DETERMINATION OF VALIDITY OF THE TENDER OF SECURITIES. All questions as to
the validity, form, eligibility (including time of receipt) and acceptance for
payment of any tendered Securities pursuant to any of the procedures described
above will be determined by the Offeror in its sole discretion and in accordance
with Norwegian law.
The Offeror reserves the absolute right to reject any and all tenders of
Securities determined by it not to be properly tendered. The Offeror reserves
the right to reject any and all tenders of any Securities if their acceptance
may, in the opinion of the Offeror's counsel, be unlawful. The Offeror also
reserves the right to waive any defects, irregularities or conditions in any
tender of Securities by any particular holder of Securities whether or not
similar defects or irregularities are waived in respect of other holders of
Securities. If any tendered ADSs are not purchased because of an invalid tender,
the ADR certificates evidencing such ADSs and other documents relating to such
ADSs, if any, will be returned, without expense to, but at the risk of, the
tendering Securityholder (or, in the case of ADSs delivered by book-entry
transfer, by transfer of such ADSs to an account maintained at the Book-Entry
Transfer Facility), as promptly as practicable. Any tendered Shares not
purchased because of an invalid tender will similarly be returned by transfer of
such Shares to the holder's VPS account.
Any dispute regarding the interpretation of the terms and conditions of the
U.S. Offer, including the Acceptance Form, the Letter of Transmittal and the
respective instructions thereto, will be determined in accordance with Norwegian
law. Neither the Offeror, the Depositary, the Norway Receiving Agent, nor any
other person shall be under any duty to give or incur any liability for failure
to give any notification of defects or irregularities. Tenders of Securities
will not be deemed to have been made until all such defects or irregularities
have been cured or waived or satisfied before the Expiration Time.
WITHDRAWAL RIGHTS
Except as otherwise provided in this section, tenders of Securities are
irrevocable. Tenders of Securities pursuant to the U.S. Offer may be withdrawn
in accordance with the procedures set forth below at any time before the
Expiration Time and, unless previously accepted for payment and paid for by the
Offeror pursuant to the U.S. Offer, may also be withdrawn at any time after
March 12, 2000.
Withdrawals of tenders of Securities may not be rescinded, and any
Securities properly withdrawn will thereafter be deemed not validly tendered for
purposes of the U.S. Offer. However, the U.S. Offer may be accepted again in
respect of the withdrawn Securities by the holder re-tendering those Securities
by following
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one of the procedures described in "PROCEDURES FOR TENDERING SECURITIES" at any
time before the Expiration Time.
For purposes of the U.S. Offer, a withdrawal of ADSs is considered to be a
withdrawal of the underlying Shares. Withdrawals may be made in whole or in
part.
WITHDRAWAL OF SHARES. For a withdrawal of Shares to be effective, a
written or facsimile transmission notice of withdrawal of such Shares must be
received by the Norway Receiving Agent before the Expiration Time at its address
set forth on the back cover page of this Offer to Purchase. Any such notice must
specify the name of the Shareholder whose Shares are to be withdrawn, the number
of Shares to be withdrawn and the VPS account to which the withdrawn Shares are
to be transferred. With respect to withdrawn Shares, the Norway Receiving Agent
will credit the withdrawing holder's account in the VPS with such withdrawn
Shares.
WITHDRAWAL OF ADSS. For a withdrawal of ADSs to be effective, a written or
facsimile transmission notice of withdrawal of such ADSs must be received by the
Depositary before the Expiration Time at one of its addresses set forth on the
back cover page of this Offer to Purchase. Any such notice must specify the name
of the person who tendered the ADSs to be withdrawn and (if ADRs have been
tendered) the name of the registered holder, if different from that of the
person who tendered the ADSs evidenced by such ADRs. If ADRs evidencing ADSs to
be withdrawn have been delivered or otherwise identified to the Depositary, then
before the physical release of such ADRs, the certificate numbers shown on the
particular ADRs evidencing the ADSs to be withdrawn must be submitted to the
Depositary, and the signature(s) on the form of withdrawal must be guaranteed by
an Eligible Institution, unless interests in ADSs evidenced by ADRs have been
tendered for the account of an Eligible Institution. If ADSs evidenced by ADRs
to be withdrawn have been tendered pursuant to the procedure for book-entry
transfer as set forth in "PROCEDURES FOR TENDERING SECURITIES," any such notice
of withdrawal must also specify the name and number of the account at the Book-
Entry Transfer Facility to be credited with the withdrawn ADSs, in which case a
notice of withdrawal will be effective if delivered to the Depositary as
provided herein prior to the Expiration Time.
DETERMINATION OF VALIDITY OF WITHDRAWAL OF SECURITIES. All questions as to
the form and validity (including time of receipt) of any notice of withdrawal
will be determined by the Offeror, in its sole discretion, which determination
shall be final and binding. No withdrawal of Securities shall be deemed to have
been properly made until all defects and irregularities have been cured or
waived. None of the Offeror, Star, the Depositary, the Norway Receiving Agent,
the Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification.
ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SECURITIES
PAYMENT. Upon the terms and subject to the conditions of the U.S. Offer,
the Offeror will accept for payment and will pay for all Shares and ADSs validly
tendered prior to the Expiration Time and not properly withdrawn in accordance
with "WITHDRAWAL RIGHTS" as soon as reasonably practicable and in any event
within 14 days after the Expiration Time, as required by Norwegian law.
CURRENCY OF PAYMENT. Holders of Shares purchased in the U.S. Offer will
receive the Share Offer Price paid in NOK unless such holder elects to receive
U.S. Dollars in the Acceptance Form, in which event the Share Offer Price for
such Shares will be converted into U.S. Dollars on the spot market by the Norway
Receiving Agent at the spot rate as soon as practicable after receipt of payment
by the Norway Receiving Agent from the Offeror. Holders of ADSs purchased in the
U.S. Offer will receive the ADS Offer Price paid in U.S. Dollars. The purchase
price for the ADSs will be converted into U.S. Dollars on the spot market by the
Depositary as soon as practicable after receipt of payment by the Depositary
from the Offeror.
The actual amount of U.S. Dollars received by a tendering holder of
Securities following acceptance of tendered Securities by the Offeror will
depend upon the spot rate prevailing at the time the currency exchange is made
by the Norway Receiving Agent or the Depositary, as the case may be. Holders of
Securities should be aware that the U.S. Dollar/NOK exchange rate that is
prevailing on the date of payment may be different
16
<PAGE> 21
from that on the business day on which funds are made available to the Norway
Receiving Agent or the Depositary, as the case may be, by the Offeror. In all
cases, fluctuations in the U.S. Dollar/NOK exchange rate are at the risk of
tendering holders of Securities. The Offeror shall have no responsibility with
respect to the cash consideration payable other than to make payment in
accordance with the foregoing.
ACCEPTANCE FOR PAYMENT OF SHARES. In all cases, payment for Shares
tendered and accepted for payment pursuant to the U.S. Offer will be made only
after receipt before the Expiration Time by the Norway Receiving Agent of a
properly completed and duly executed Acceptance Form and any other required
documents.
For purposes of the U.S. Offer, the Offeror will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered to the Offeror and
not properly withdrawn if and when the Offeror gives oral or written notice to
the Norway Receiving Agent of the Offeror's acceptance of such Shares for
payment. Payment for Shares accepted pursuant to the U.S. Offer will be made by
deposit of the aggregate purchase price therefor with the Norway Receiving
Agent, which pursuant to the Acceptance Form will be appointed and will act as
agent for tendering holders for the purpose of receiving payment from the
Offeror and transmitting payment to such tendering holders. The Offeror's
acceptance for payment of Shares tendered pursuant to the U.S. Offer will
constitute a binding agreement between the tendering holder and the Offeror upon
the terms and subject to the conditions of the U.S. Offer.
Upon the deposit of funds with the Norway Receiving Agent for the purpose
of making payments to tendering holders of Shares, the Offeror's obligation to
make such payments shall be satisfied and tendering holders must thereafter look
solely to the Norway Receiving Agent for payment of amounts owed to them by
reason of the acceptance for payment of Shares pursuant to the U.S. Offer.
ACCEPTANCE FOR PAYMENT OF ADSS. In all cases, payment for ADSs tendered
and accepted for payment pursuant to the U.S. Offer will be made only after
receipt by the Depositary within the permitted period of time of (i) (A) the ADR
certificates which evidence such ADSs, or (B) Book-Entry Confirmation of
transfer of such ADSs into the Book-Entry Transfer Facility pursuant to the
procedure set forth in "PROCEDURES FOR TENDERING SECURITIES," (ii) (A) the
Letter of Transmittal, properly completed and duly executed with any required
signature guarantees, or (B) an Agent's Message in connection with a book-entry
transfer, and (iii) any other documents required by the Letter of Transmittal.
For purposes of the U.S. Offer, the Offeror will be deemed to have accepted
for payment, and thereby purchased, ADSs properly tendered to the Offeror and
not withdrawn if and when the Offeror gives oral or written notice to the
Depositary of the Offeror's acceptance of such ADSs for payment. Payment for
ADSs accepted pursuant to the U.S. Offer will be made by deposit of the
aggregate purchase price therefor with the Depositary, which pursuant to the
Letter of Transmittal will be appointed and will act as agent for tendering
holders for the purpose of receiving payment from the Offeror and transmitting
payment in accordance with such tendering holder's instructions in the Letter of
Transmittal. The Offeror's acceptance for payment of ADSs tendered pursuant to
the U.S. Offer will constitute a binding agreement between the tendering holder
and the Offeror upon the terms and subject to the conditions of the U.S. Offer.
Upon the deposit of funds with the Depositary for the purpose of making
payments to tendering holders of ADSs, the Offeror's obligation to make such
payment shall be satisfied and tendering holders must thereafter look solely to
the Depositary for payment of amounts owed to them by reason of the acceptance
for payment of ADSs pursuant to the U.S. Offer.
GENERAL. The Offeror will pay any stock transfer taxes (including stamp
duty) incident to the transfer to it of validly tendered Securities, except as
otherwise provided in the Acceptance Form and in Instruction 6 of the Letter of
Transmittal, as well as any charges and expenses of the Norway Receiving Agent
and the Depositary.
If any tendered Shares are not purchased pursuant to the U.S. Offer for any
reason, those tendered Shares will be credited to the holder's account
maintained with the VPS as promptly as practicable following the expiration of
the U.S. Offer. If any tendered ADSs are not purchased pursuant to the U.S.
Offer for any reason or if ADRs are submitted evidencing more ADSs than are
tendered, then ADRs evidencing
17
<PAGE> 22
unpurchased or untendered ADSs will be returned, without expense to the
tendering holder (or, in the case of ADSs tendered by book-entry transfer, into
the Depositary's account at the Book-Entry Transfer Facility), as promptly as
practicable following the expiration of the U.S. Offer.
CERTAIN TAX CONSEQUENCES
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. The following is a
discussion of certain U.S. federal income tax consequences of the U.S. Offer to
holders of Securities without regard to the particular facts and circumstances
of each holder. This discussion is based on the provisions of the Internal
Revenue Code of 1986, as amended, (the "CODE"), Treasury Department Regulations
issued pursuant to the Code and published rulings and court decisions in effect
as of the date hereof, all of which are subject to change, possibly with
retroactive effect. This discussion does not discuss all aspects of U.S. federal
income taxation which may be important to particular holders in light of their
individual investment circumstances, such as holders who acquired their
Securities through the exercise of options or otherwise as compensation, or to
holders subject to special tax rules (e.g., financial institutions,
broker-dealers, insurance companies, and tax-exempt organizations). In addition,
this discussion does not address state, local or foreign tax consequences.
Holders of Securities are urged to consult their tax advisors regarding the
specific U.S. federal, state, local and foreign income and other tax
consequences of the U.S. Offer.
For purposes of this discussion, a beneficial holder of Securities is a
"UNITED STATES PERSON," for U.S. federal income tax purposes, if the holder is
(i) a citizen or resident of the United States, (ii) a corporation, partnership,
or other entity created or organized in the United States or under the laws of
the United States or of any political subdivision thereof, (iii) an estate whose
income is includible in gross income for U.S. federal income tax purposes
regardless of its source, or (iv) a trust whose administration is subject to the
primary supervision of a U.S. court and which has one or more United States
persons who have the authority to control all substantial decisions of the
trust. A beneficial holder of Securities that is a United States person is a
"U.S. HOLDER" and a beneficial holder of Securities that is not a U.S. Holder is
a "NON-U.S. HOLDER."
U.S. HOLDERS. A U.S. Holder will recognize gain or loss upon the receipt
of payment in exchange for Securities pursuant to the U.S. Offer in an amount
equal to the difference between the amount realized and the holder's adjusted
tax basis in the Securities tendered. For these purposes, the "amount realized"
will be the U.S. Dollar value of the payment received for the Securities on the
date such payment is received, whether or not such payment is actually converted
into U.S. Dollars. Such gain or loss generally will be capital gain or loss if
the Securities disposed of are held as capital assets. Capital gains recognized
by an individual U.S. Holder generally are subject to tax at a maximum rate of
20% in respect of property held for more than one year.
If a U.S. Holder receives an NOK payment and does not convert such payment
into U.S. Dollars immediately, gain or loss resulting from currency fluctuations
will generally be treated as ordinary gain or loss, and such gain or loss will
generally be U.S. source for foreign tax credit limitation purposes.
NON-U.S. HOLDERS. A non-U.S. Holder will generally not be subject to U.S.
federal income tax on gain recognized upon the exchange of Securities for cash
pursuant to the U.S. Offer unless (i) the gain is effectively connected with the
conduct of a trade or business within the United States by the non-U.S. Holder
or (ii) in the case of a non-U.S. Holder who is a non-resident alien individual,
such holder is present in the United States for 183 days or more and either (A)
such gain or income is attributable to an office or other fixed place of
business maintained in the United States by such holder or (B) such holder has a
tax home in the United States. Non-U.S. Holders should also consult applicable
treaties, if any, which may exempt them from U.S. taxation on any such gain.
INFORMATION REPORTING AND BACKUP WITHHOLDING. Payments made to holders of
Securities pursuant to the U.S. Offer may be subject to information reporting to
the U.S. Internal Revenue Service and to U.S. backup withholding at the rate of
31% on the gross amount of such payments. Backup withholding will not apply to a
holder who furnishes a correct taxpayer identification number or a certificate
of foreign status and makes certain other required certifications, or who is
otherwise exempt from backup withholding (e.g., a
18
<PAGE> 23
U.S. corporation). To avoid information reporting and backup withholding,
holders of the Securities may provide the Norway Receiving Agent or the
Depositary, as the case may be, with a properly executed substitute Form W-9
("Request for Taxpayer Identification Number and Certification"), in the case of
a U.S. Holder, or a properly executed Form W-8 ("Certificate of Foreign
Status"), in the case of a non-U.S. Holder. Any amounts withheld under the
backup withholding rules are not an additional tax and may be refunded or
credited against a holder's U.S. federal income tax liability, provided the
required information is furnished to the U.S. Internal Revenue Service. A
substitute Form W-9 is included with the U.S. Offer materials for your
convenience. A Form W-8 may be obtained upon request from the Depositary.
CERTAIN NORWEGIAN TAX CONSEQUENCES. This summary is based on Norwegian law
and practice as applied and interpreted as of the date of this Offer to Purchase
and gives an overview of the material Norwegian tax consequences for those of
Securityholders that accept the U.S. Offer. Securityholders should,
nevertheless, consult their own advisors concerning the consequences, in their
particular circumstances, under the laws and regulations of any relevant taxing
jurisdiction.
TAX CONSEQUENCES FOR NORWEGIAN SECURITYHOLDERS. Securityholders resident
in Norway for tax purposes will be taxed on any capital gains arising upon the
disposal of Securities. Any losses upon disposal of the Securities will be
deductible from ordinary income. The capital gain or loss is equal to the
difference between the consideration received and the adjusted base cost of the
Securities. The adjusted base cost is the Securityholder's base cost, adjusted
up or down in accordance with changes in the retained taxed capital of NCL
during the period the Securityholder has been the owner of the Securities. This
is referred to as the RISK-adjustment, whereby the base cost of the Securities
is adjusted in proportion to NCL's after-tax retained earnings. Ordinary income
is taxed at a rate of 28%.
If the holder disposes of only some of the Securities, the first-in
first-out principle applies when calculating capital gain or loss.
The Securities may be held as AMS-shares, thereby giving the Securityholder
a right to obtain a tax deduction. If such Securities are voluntarily disposed
of within a period of four years from the date of their acquisition, the tax
benefit will be recaptured and taxed correspondingly, but the tax benefit may be
preserved by holding the Securities until any compulsory acquisition occurs.
TAX CONSEQUENCES FOR NON-NORWEGIAN SECURITYHOLDERS. Non-Norwegian
securityholders are normally not subject to capital gains tax in Norway on the
sale of securities. A tax liability may, however, arise in two different
circumstances. The first is if the Securities are connected to a business
carried out in Norway by the securityholder. The second is if the securityholder
has previously been a resident in Norway for tax purposes and the Securities are
disposed of within five years of the expiration of the calendar year in which
Norwegian tax residence ceased.
PRICE RANGE OF SECURITIES; DIVIDENDS; EXCHANGE RATE
The ADSs trade on the NYSE under the symbol NRW and the Shares trade on the
OSE under the symbol NCL. The following table sets forth, for the quarter
indicated, the actual high and low sales prices per ADS (each representing four
Shares) on the NYSE and per Share on the OSE.
<TABLE>
<CAPTION>
NYSE OSE
PRICE OF ADSS* PRICE OF SHARES
--------------------- ----------------
HIGH LOW HIGH LOW
---------- ------- ------ ------
(U.S.$) (U.S.$) (NOK) (NOK)
<S> <C> <C> <C> <C>
Fiscal Year Ended December 31, 1998
First Quarter...................................... -- -- 35.10 23.30
Second Quarter................................... -- -- 39.10 32.10
Third Quarter.................................... -- -- 46.00 16.50
Fourth Quarter................................... -- -- 20.30 11.50
</TABLE>
19
<PAGE> 24
<TABLE>
<CAPTION>
NYSE OSE
PRICE OF ADSS* PRICE OF SHARES
--------------------- ----------------
HIGH LOW HIGH LOW
---------- ------- ------ ------
(U.S.$) (U.S.$) (NOK) (NOK)
<S> <C> <C> <C> <C>
Fiscal Year Ended December 31, 1999
First Quarter.................................... -- -- 24.60 16.50
Second Quarter................................... -- -- 26.90 16.70
Third Quarter.................................... 14 15/16 11 1/2 22.50 28.50
Fourth Quarter................................... 17 3/4 9 5/8 18.20 35.40
Fiscal Year Ended December 31, 2000
First Quarter (through January 12, 2000)......... 18 3/4 16 5/8 37.00 34.00
</TABLE>
* The ADSs were first traded on the NYSE in July, 1999.
On November 30, 1999, the last full trading day before the public
announcement of the Carnival Offer, the last reported sales price of the ADSs on
the NYSE was U.S.$11.19 per ADS and the last reported sales price of the Shares
on the OSE was NOK 22.70 per Share.
On December 14, 1999, the last full trading day before the public
announcement by Star and the OSE that Star acquired more than 20% of the Shares,
the last reported sales price of the ADSs on the NYSE was U.S.$17.63 per ADS and
the last reported sales price of the Shares on the OSE was NOK 35.40 per Share.
On December 16, 1999, the last full trading day before the public
announcement by Star and the OSE that Star acquired more than 50% of the Shares,
the last reported sales price of the ADSs on the NYSE was U.S.$17.00 per ADS and
the last reported sales price of the Shares on the OSE was NOK 31.60 per Share.
NCL has not paid any dividends since December 31, 1996.
Fluctuations in the exchange rate between NOK and the U.S. Dollar will
affect the U.S. Dollar equivalent of the price of the Shares on the OSE and as a
result are likely to affect the market price of the ADSs on the NYSE.
The noon buying rate on January 10, 2000 for cable transfers in NOK as
certified for customs purposes by the Federal Reserve Bank of New York was NOK
8.0240 per U.S. Dollar.
EFFECT OF THE OFFERS ON THE MARKET FOR THE SECURITIES
MARKET FOR THE SECURITIES. The purchase of Securities by the Offeror
pursuant to the Offers will reduce the number of holders of Securities and the
number of Securities that might otherwise trade publicly and, depending upon the
number of Securities so purchased, could adversely affect the liquidity and
market value of the remaining Securities held by the public.
STOCK PRICE QUOTATION. The NYSE may consider delisting the ADSs if, among
other things, the number of publicly held ADSs falls below 600,000 or the
aggregate number of holders of record of ADSs and the number of beneficial
holders of ADSs held in the name of NYSE members is less than 400 (or the number
of such holders of ADS is less than 1,200 and the average monthly trading volume
during the prior twelve months is less than 100,000 ADSs).
Depending on the number of Securities purchased in the Offers and assuming
the prerequisites for such actions are satisfied, it is the Offeror's intention
to call a general meeting of shareholders of NCL to obtain shareholder approval
for the application to the OSE to delist the Shares from the OSE. Such proposal
would require the approval of a two-thirds majority of the votes cast. The OSE
would consider and decide on such application pursuant to OSE Regulation 25-2,
Section 2. The OSE has in the past routinely approved a delisting application
following a Compulsory Acquisition. If the prerequisites for a Compulsory
Acquisition had not been met, the OSE would in making its decision consider
factors including: the percentage of the minority shares outstanding, the
trading volume of the Shares and the options available to minority shareholders
to sell their shares.
20
<PAGE> 25
DEPENDING ON THE NUMBER OF SECURITIES PURCHASED IN THE OFFERS AND ASSUMING
THE PREREQUISITES FOR SUCH ACTIONS ARE SATISFIED, IT IS THE OFFEROR'S INTENTION
TO SEEK TO CAUSE NCL TO DELIST THE SHARES AND ADSS FROM THE OSE AND THE NYSE,
RESPECTIVELY, FOLLOWING CONSUMMATION OF THE OFFERS.
In the event that the ADSs were no longer listed on the NYSE or the Shares
were no longer listed on the OSE, quotations might still be available from other
sources. The extent of the public market for the Shares or ADSs and the
availability of such quotations would, however, depend upon the number of
holders of such Shares or ADSs remaining at such time, the interest in
maintaining a market in such Securities on the part of securities firms, and
other factors, including the possible termination of registration under the
Exchange Act as described below.
EXCHANGE ACT REGISTRATION. The Shares and the ADSs and Shares underlying
the ADSs are currently registered under the Exchange Act. Such registration may
be terminated upon application by NCL to the Commission if the ADSs are not
listed on a national securities exchange and there are fewer than 300 record
holders of Shares and ADSs in the United States. The termination of the
registration of the ADSs under the Exchange Act would substantially reduce the
information required to be furnished by NCL to holders of ADSs and to the
Commission and would make certain provisions of the Exchange Act and the
requirements of Rule 13e-3 under the Exchange Act with respect to the "going
private" transactions no longer applicable to the Securities. In addition,
"affiliates" of NCL and persons holding "restricted securities" of NCL may be
deprived of the ability to dispose of such securities pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended. If registration of the
ADSs under the Exchange Act were terminated, the ADSs would no longer be "margin
securities" or be eligible for NYSE reporting. THE OFFEROR CURRENTLY INTENDS TO
SEEK TO CAUSE NCL TO TERMINATE THE REGISTRATION OF THE ADSS AND THE SHARES UNDER
THE EXCHANGE ACT AS SOON AS PRACTICABLE AFTER CONSUMMATION OF THE OFFERS IF THE
REQUIREMENTS FOR TERMINATION OF REGISTRATION ARE MET.
MARGIN REGULATIONS. The ADSs are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the
"FEDERAL RESERVE BOARD"), which status has the effect, among other things, of
allowing brokers to extend credit on the collateral of the ADSs. Depending upon
factors similar to those described above regarding listing and market quotation,
following the Offers, it is possible that the ADSs might no longer constitute
"margin securities" for purposes of the margin regulations of the Federal
Reserve Board in which event the ADSs would be ineligible as collateral for
margin loans made by brokers.
CERTAIN INFORMATION CONCERNING NCL
The information concerning NCL contained herein has been taken from or is
based upon reports and other documents on file with the OSE or the Commission or
otherwise publicly available. Although neither the Offeror nor Star nor any
other member of the Star Group has any knowledge that any statements contained
herein based upon such reports and documents are untrue, neither the Offeror nor
Star nor any member of the Star Group takes responsibility for the accuracy and
completeness of the information contained in such reports and documents or for
any failure by NCL to disclose events that may have occurred and may affect the
completeness or accuracy of the information contained in any such reports and
documents, but which are unknown to the Offeror, Star or any other member of the
Star Group. Accordingly, the information regarding NCL is qualified in its
entirety by the information contained in NCL's reports and other documents on
file with the OSE or the Commission or otherwise publicly available.
GENERAL. NCL was one of the first modern cruise line operators in North
America, beginning cruise services in 1966, and has since established what it
considers to be one of the most recognized brands within the cruise industry
based on offering modern ships, distinctive itineraries and a high level of
customer service. NCL is considered to be the fourth largest cruise operator in
the world with its current fleet of ships with a total of 12,334 lower passenger
berths (not including the contracted Sky II that is expected to be delivered in
the summer of 2001). In addition, NCL has a 50% interest in Norwegian Capricorn
Lines which is a joint venture formed together with Australian partners in March
1998. This joint venture charters the ship M/S Norwegian Star from NCL and
markets cruises primarily in Australia. The address and telephone number of
NCL's principal executive office are: NCL Holding ASA Haakon VII's gate 1, P.O.
Box 1861 Vika, N-1024 Oslo, Norway, telephone: 011 47 23 11 89 50.
21
<PAGE> 26
SELECTED HISTORICAL FINANCIAL DATA OF NCL. Set forth below is certain summary
consolidated financial information for NCL for the fiscal years ended December
31, 1997 and December 31, 1998 as contained in the NCL Form 20-F. More
comprehensive financial information is included in the NCL Form 20-F which has
been filed as an exhibit to the Schedule 14D-1 and in the other reports and
documents filed by NCL with the Commission. The following summary information is
qualified in its entirety by reference to such reports and other documents and
all of the financial information and notes contained therein. Copies of such
reports and other documents may be examined at or obtained from the Commission
in the manner set forth above under "AVAILABLE INFORMATION." Also set forth
below is certain summary consolidated unaudited interim financial information
for NCL for the nine months ended September 30, 1998 and 1999, as published by
NCL in a press release dated October 20, 1999.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR YEAR NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1997 1998 1998 1999
------------ ------------ ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenues................................ 651,874 767,600 575,368 651,843
--------- --------- -------- --------
Operating expenses...................... (451,385) (500,664) (366,022) (409,305)
Selling, general and administrative
expenses.............................. (94,785) (121,582) (86,494) (110,856)
Ship charter costs...................... (21,355) (20,559) (15,248) (15,712)
Depreciation and amortization........... (46,074) (58,427) (41,897) (51,686)
--------- --------- -------- --------
Operating income........................ 38,275 66,368 65,707 64,284
--------- --------- -------- --------
Other income (expenses)
Interest expense...................... (50,016) (55,252) (40,433) (43,383)
Interest income....................... 5,488 3,442 2,777 1,431
Gain (loss) on sale of fixed assets... 112 -- -- 10,705
Gain (loss) on translation of debt.... 11,613 (7,351) (6,587) 9,715
Other income (loss)................... 153 (3,151) (2,877) (6,574)
--------- --------- -------- --------
Income (loss) before income taxes,
minority interest and extraordinary
items................................... 5,401 4,056 18,587 36,178
--------- --------- -------- --------
Income tax provision.................... (4,583) (2,812) (5,427) (10,994)
Minority interest in net income/loss.... 1,893 (3,168) (3,168) --
--------- --------- -------- --------
Income (loss) before extraordinary
items................................. 2,711 (1,924) 9,992 25,184
--------- --------- -------- --------
Extraordinary items (net of tax)........ (1,665) (649) (533) --
--------- --------- -------- --------
Net income (loss)....................... 1,046 (2,573) 9,459 25,184
========= ========= ======== ========
Basic and diluted (loss) earnings per
share................................. * *
(Loss) income before extraordinary
items................................. $ 0.01 $ (0.02)
Extraordinary items..................... (0.01) (0.00)
--------- ---------
Net (loss) income....................... $ 0.00 $ (0.02)
========= =========
</TABLE>
- ---------------
* Basic and diluted (loss) earnings per share information for the nine months
ended September 30, 1998 and 1999 is not publicly available.
22
<PAGE> 27
BALANCE SHEET
<TABLE>
<CAPTION>
YEAR YEAR NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1997 1998 1998 1999
------------ ------------ ------------- -------------
(IN THOUSANDS, EXCEPT STOCK DATA)
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents............... 56,243 49,793 130,420 118,731
Restricted cash....................... 25,650 4,304 12,584 11,060
Accounts receivable................... 5,825 11,642 11,840 23,824
Inventories........................... 4,946 6,334 6,838 7,984
Prepaid expenses, deposits and other
current assets........................ 12,156 20,676 25,815 19,129
Deferred dry-docking costs............ 5,718 5,930 5,644 8,198
--------- --------- --------- ---------
Total current assets.................... 110,538 98,679 193,141 188,926
--------- --------- --------- ---------
Ships, property and equipment........... 1,249,592 1,558,979 1,511,474 1,527,351
Restricted cash......................... 16,273 3,176 16,273 3,176
Deferred dry-docking costs.............. 2,690 4,406 1,716 5,548
Goodwill................................ -- 22,864 24,245 22,430
Other assets............................ 18,639 23,125 24,086 24,362
--------- --------- --------- ---------
Total assets............................ 1,397,732 1,711,229 1,770,935 1,771,793
========= ========= ========= =========
Current liabilities
Current maturities of long-term
debt............................... 116,357 91,825 202,561 112,167
Note payable due to seller............ -- 11,637 -- --
Accounts payable...................... 36,489 51,590 40,570 39,710
Accrued expenses...................... 40,085 47,674 56,313 74,764
Advance ticket sales.................. 81,334 116,111 117,093 170,982
Deferred charter revenue.............. 21,272 2,808 1,679 --
Deferred taxes........................ 2,406 2,884 5,891 13,871
--------- --------- --------- ---------
Total current liabilities............... 297,943 324,529 424,107 411,494
--------- --------- --------- ---------
Long-term debt.......................... 660,824 852,210 727,992 734,637
Convertible debt........................ -- -- -- 62,000
Other long-term debt.................... 7,307 6,760 6,882 9,633
--------- --------- --------- ---------
Total liabilities....................... 966,074 1,183,499 1,158,981 1,217,764
--------- --------- --------- ---------
Commitments and contingencies........... -- -- -- --
Minority interest....................... 67,393 -- 73,285 --
Shareholders' equity
Common shares......................... 63,902 79,491 79,491 79,524
Additional paid-in capital............ 302,495 455,668 454,270 456,952
Retained earnings..................... 3,125 (2,172) 9,860 22,810
Accumulated other comprehensive
loss............................... (5,257) (5,257) (4,952) (5,257)
--------- --------- --------- ---------
Total shareholders' equity.............. 364,265 527,730 538,669 554,029
========= ========= ========= =========
Total liabilities and shareholders'
equity................................ 1,397,732 1,711,229 1,770,935 1,771,793
========= ========= ========= =========
</TABLE>
23
<PAGE> 28
CERTAIN INFORMATION CONCERNING THE OFFEROR AND STAR
The information concerning the Offeror and Star has been provided by the
Offeror and Star, respectively.
THE OFFEROR
The Offeror is an investment holding company incorporated under the laws of
the Isle of Man and a wholly owned subsidiary of Star. Since its formation, the
Offeror has not engaged in any business other than in connection with the
acquisition of Shares and the Offers.
The address of the Offeror's principal executive offices is: International
House, Castle Hill, Victoria Road, Douglas, Isle of Man, British Isles IM2 4RB
and its telephone number is: 011 603 309 2612.
STAR
Star is a company incorporated under the laws of the Isle of Man. The Lim
Family beneficially owns more than 50% of Star's outstanding ordinary shares and
are, therefore, ultimately in control of both Star and the Offeror. Star's
ordinary shares are listed on the Luxembourg Stock Exchange with the Bloomberg
ticker symbol "STAR LX" and traded on the Centralized Limit Order Book, an
over-the-counter trading system of the Singapore Stock Exchange, with the
Bloomberg ticker symbol "STRC SP."
The address of Star's principal executive office is: Suite 1503, Ocean
Centre, 5 Canton Road, Tsimshatsui, Kowloon, Hong Kong SAR and its telephone
number is: 011 603 309 2612.
Star is the largest and leading cruise line in the Asia-Pacific region and
one of the five largest cruise lines in the world, owning a fleet of 9 ships
with an additional 4 ships on order and a high-speed passenger car ferry. Star
has one ship chartered to Hyundai Merchant Marine and a high speed catamaran
chartered to P&O ferries. Star pioneered the concept of cruising in Asia and the
"Star Cruises" brand name has become one of the most recognized in the
Asia-Pacific region. Star has one of the youngest and most modern cruise fleets
in the world with the highest safety standard.
Star focuses on the contemporary market and offers cruise itineraries
departing from its hub ports in Malaysia, Singapore, Thailand, Hong Kong, Taiwan
and Korea/Japan (in March, 2000) and offers a variety of cruise itineraries
which include visits to various ports of call.
Star has offices in Asia, Australia, Europe and the U.S.
SOURCE AND AMOUNT OF FUNDS
The Offeror estimates that the total amount of funds required to purchase
all outstanding Securities which are the subject of the Offers and to pay the
fees and expenses related to the Offers will be approximately U.S.$600 million.
The Offeror intends to obtain such funds from Star's cash on hand and borrowings
under the ABN Loan Agreement described below.
THE ABN LOAN AGREEMENT. Pursuant to a term loan facility agreement, dated
December 19, 1999 (the "ABN LOAN AGREEMENT"), among: ABN-AMRO Bank N.V. ("ABN")
as arranger and agent, the lenders specified in Schedule 1 of the ABN Loan
Agreement (the "LENDERS"), the Offeror as borrower, Star and its subsidiaries as
guarantors, the Lenders have agreed to lend the Offeror (the "ABN LOAN") up to
U.S.$600 million. As at the date of this Offer to Purchase, approximately
U.S.$123.5 million had been advanced and used to fund the Offeror's acquisition
of Shares prior to the Offers. Interest on the ABN Loan is in the ordinary
course payable at the rate equal to the aggregate of the London Interbank
Offered Rate for 1, 2, 3 and 6 month deposits in U.S. Dollars and a sliding
margin ranging from 1% per annum (in the period from the date of signing of the
ABN Loan Agreement until three months later) up to 1.3% per annum (in the period
commencing nine months after the date of signing of the ABN Loan Agreement until
three months later). The ABN Loan is secured by guarantees from Star and its
subsidiaries and a pledge of the Shares owned by the Offeror. In addition, Star
and its subsidiaries have agreed to procure that, subject to various consents
being obtained, they will grant security interests to secure the ABN Loan over
all of those of their assets which were
24
<PAGE> 29
not encumbered when the ABN Loan Agreement was entered into. The ABN Loan
Agreement also contains covenants, representations, warranties, and other terms
and conditions (including termination events) customary in term loan facility
agreements. Interest on the ABN Loan is payable at the end of each interest
period. The principal amount of the ABN Loan is repayable 360 days from the date
of signing of the ABN Loan Agreement. The ABN Loan Agreement is governed by
English law. The foregoing is a summary of certain provisions of the ABN Loan
Agreement and is qualified by reference to the full text of such agreement which
has been filed as an exhibit to the Schedule 14D-1.
THE JOONDALUP LOAN AGREEMENT. Pursuant to a loan facility agreement, dated
December 20, 1999 (the "JL AGREEMENT"), between Joondalup Limited ("JL"), a
company affiliated with the Lim Family and Star, JL lent Star (the "JL LOAN")
U.S.$260 million and the proceeds of the JL Loan have been used to fund the
Offeror's acquisition of Shares prior to the Offers. Interest on the JL Loan is
payable at the rate equal to the aggregate of the cost of funds incurred by JL
and 4% per annum. The length of each interest period will be 1, 3 or 6 months as
selected by JL. Interest on the JL Loan is payable at the end of each interest
period and the principal amount of the JL Loan is repayable on demand by JL. The
JL Loan is subordinated to the ABN Loan. The JL Agreement is governed by the
laws of the Isle of Man. The foregoing is a summary of certain provisions of the
JL Agreement and is qualified by reference to the full text of such agreement
which has been filed as an exhibit to the Schedule 14D-1.
BANK GUARANTEE. In accordance with the NSTA, the Offeror has arranged for
a guarantee by ABN of its payment obligations with respect to Securities
properly tendered in the Offers (including by U.S. holders of Shares and holders
of ADSs) and not withdrawn in the form set forth below:
"BANK GUARANTEE ISSUED IN CONNECTION WITH THE PROPOSED ACQUISITION OF
THE ISSUED SHARE CAPITAL OF NCL HOLDING ASA BY ARRASAS LIMITED
In connection with the mandatory offer by Arrasas Limited, Isle of Man
(the "OFFEROR") for the acquisition of all shares of NCL Holding ASA
issued and outstanding as of 16 December 1999 not owned by the Offeror
or companies affiliated with the Offeror as of the date hereof (the
"RELEVANT SECURITIES") for the price of NOK 35,- in cash for each
share (the "OFFER PRICE"), in accordance with the Norwegian Securities
Trading Act 19 June 1997 No. 79, Sections 4-1 to 4-17, (the "OFFER"),
and based on the Offer Document and Form of Acceptance for the Offer
dated 13 January (the "OFFER DOCUMENT") and at the request of and for
the account of the Offeror we, ABN AMRO Bank N.V., unconditionally
guarantee, as for our own debt, as security in favour of the
respective shareholders of NCL Holding ASA accepting the Offer in
accordance with the terms of the Offer Document (the "ACCEPTING
SHAREHOLDERS"), the payment in accordance with the Offer Document of
the Offer Price for the Relevant Securities in respect of which the
Offer has been accepted in accordance with the terms of the Offer
Document (the "VALIDLY TENDERED SECURITIES").
Our liability under this guarantee is limited to the Principal
Guarantee Amount together with 12 percent interest per annum for late
payment under this guarantee for an interest period limited up to four
weeks.
As used herein, the term "PRINCIPAL GUARANTEE AMOUNT" shall mean NOK
4,319,925,015.00 which exceeds the maximum payable by the Offeror
pursuant to the Offer Price of NOK 35,- per share multiplied with the
Relevant Securities (equalling 123,426,429 shares in NCL Holding ASA).
Claims under this guarantee may be made only after 13 January 2000 and
must be received by us before 16.00 hours on 16 March 2000 at the
address specified below, after which time this guarantee lapses, is
null and void and shall be returned to ABN AMRO Bank N.V.
If the acceptance period for the Offer is extended, as provided for in
the Offer Document, for a period up to two weeks, the 16 March 2000
deadline for making claims under this guarantee shall be extended by
the same number of days as the extension of the Offer.
25
<PAGE> 30
Claims under this guarantee must be made in writing to:
Fred Kelly
ABN AMRO Bank N.V.
PO Box 949
3000DD Rotterdam
The Netherlands
and must be accompanied by a confirmation that the claimant holds
Validly Tendered Securities for which no payment has been received in
accordance with the Offer, by way of a copy of a transcript of the
relevant VPS account(s) and a copy of the signed Form of Acceptance.
Payment under the guarantee will be made on the condition that the
relevant Validly Tendered Securities are being transferred to the
Offeror.
Pursuant to Section 4 of the Regulations of 1997 12.15, nr.1307
regarding the requirements for guarantees in respect of mandatory
offers given pursuant to the Norwegian securities Trading Act of 19
June 1997 No. 79, Section 4-1 to 4-17, the Principal Guarantee Amount
will be reduced proportionally based on the number of shares the
transfer of which have been paid for by the Offeror under the Offer,
provided the Oslo Stock Exchange so permits and notifies us to that
effect.
This guarantee shall be governed by Norwegian law."
CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
GENERAL. Based on a review of publicly available filings made by NCL with
the Commission, the OSE and other publicly available information concerning NCL,
except as described herein, neither the Offeror nor Star is aware of (i) any
license or regulatory permit that appears to be material to the business of NCL
and its subsidiaries, taken as a whole, that might be adversely affected by the
purchase of the Shares currently owned by the Star Group or the Securities to be
purchased by the Offeror pursuant to the Offers, or (ii) any approval or other
action by any governmental, administrative or regulatory agency or authority,
domestic or foreign that was required for the purchase of the Shares currently
held by the Star Group or that would be required for the purchase or ownership
of Securities by the Offeror or Star as contemplated herein. Should any such
approval or other action be required, the Offeror currently contemplates that
such approval or other action would be sought. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that adverse consequences might not
result to the business of NCL or Star or that certain parts of the business of
NCL or Star might not have to be disposed of, or other substantial conditions
complied with, in the event that such approvals were not obtained or any other
actions were not taken.
ANTITRUST AND REGULATORY LAWS.
Act No. 79 on Norwegian Business Acquisitions of December 23,
1994. Pursuant to the Norwegian Business Acquisitions Act, notification must be
sent to the Norwegian Ministry of Trade and Industry upon the acquisition of
more than one third, at least half or at least two thirds of all shares or
voting rights attached to shares in a Norwegian company which has either (i)
more than 50 employees or (ii) an annual turnover exceeding NOK 50 million or
(iii) received a government grant of more than NOK 5 million for research and
development in connection with at least one single project during the last eight
years.
This notification requirement does not, however, apply to the acquisition
of Shares in companies involved in shipping. The Offeror is not aware that NCL
has activities of a size and nature outside the shipping industry that would
require notification. Consequently, the Offeror should not have any obligation
to notify the Norwegian Ministry of Trade and Industry in respect of the
acquisition of the Securities.
Act No. 65 of June 11, 1993 on Competition (the "COMPETITION ACT"). Under
the Competition Act no filing is required prior to or following the commencement
of the Offers. The Competition Act applies to transactions which have, or might
have, effect in Norway. To the best of the Offeror's knowledge, the
26
<PAGE> 31
acquisition of Shares by the Offeror will not have any effect on the cruise
market or other markets in Norway, and, therefore, the acquisition of Shares
will fall outside the scope of the Competition Act.
EU Merger Control. EU merger control rules will apply to the acquisition
of Securities by the Offeror only if certain turnover thresholds are exceeded by
both Star (including all the companies forming part of the same controlling
group) and NCL. The thresholds are set out in Article 1 paragraphs 2 and 3 of
Regulation 4064/89 as amended by Regulation 1310/97 (the "EU MERGER
REGULATION"). Among other requirements, the provisions require that Star
(including all the companies forming part of the same controlling group) and NCL
and its subsidiaries each has an EU-wide turnover of at least EURO 100 million.
The thresholds are related to turnover in the preceding financial year. The
EU-wide turnover of Star and the related controlling group does not exceed EURO
100 million. Consequently, based on this number alone, the EU-rules will not
apply.
Based on the above, and the information available to the Offeror, the
Offeror does not intend to file under the EU Merger Regulation, but reserves the
right to do so if such filing is deemed to be necessary or advisable.
United States Hart-Scott-Rodino Antitrust Improvements Act (the "HSR
ACT"). Under the HSR Act and the rules that have been promulgated thereunder by
the Federal Trade Commission ("FTC"), certain transactions may not be
consummated unless specified information has been furnished to the Antitrust
Division of the Department of Justice (the "ANTITRUST DIVISION") and the FTC,
and certain waiting period requirements have been satisfied. The acquisition of
Securities by the Offeror pursuant to the Offers is subject to these
requirements.
Pursuant to the HSR Act, a Notification and Report Form with respect to the
acquisition of Securities pursuant to the Offers was filed with the Antitrust
Division and the FTC on December 28, 1999. Under the provisions of the HSR Act
applicable to the purchase of Securities pursuant to the Offers, such purchases
may not be made until the expiration of a 15-calendar day waiting period
following such filing, unless early termination of the waiting period has been
granted.
The waiting period under the HSR Act expired at 11:59 p.m., New York City
time, on January 12, 2000.
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of
Securities by the Offeror pursuant to the Offers. At any time before or after
the Offeror's purchase of Securities, the Antitrust Division or the FTC or any
state could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the acquisition of
Securities pursuant to the Offers or seeking divestiture of Securities acquired
by the Offeror or the divestiture of substantial assets of Star, NCL or any of
their respective subsidiaries. Private parties may also bring legal action under
the antitrust laws under certain circumstances. There can be no assurance that a
challenge to the Offers on antitrust grounds will not be made or, if a challenge
is made, what the result will be.
Other Competition Rules. According to publicly available information, NCL
and its subsidiaries conduct business in other foreign countries and the
acquisition of Securities pursuant to the Offers may be subject to the
competition laws of such countries. However, based on the information available
to the Offeror, the Offeror is not aware of laws in any country, except as noted
above, which would require, in connection with the acquisition of Securities
pursuant to the Offers, filing of notification with, or obtaining approval of,
any governmental authorities prior to completion of the Offer and the Offeror
does not intend to make any such filings, but reserves the right to do so if
such filing is deemed to be necessary or adviseable.
FEES AND EXPENSES
The Offeror has retained Den norske Bank ASA as Norway Receiving Agent, The
Bank of New York as Depositary and MacKenzie Partners, Inc. as Information
Agent, in connection with the U.S. Offer. The Norway Receiving Agent, the
Depositary and the Information Agent may be contacted by holders of Securities
by mail, telephone, e-mail and other methods of electronic communication and may
request brokers, dealers, banks, trust companies and other nominees to forward
the U.S. Offer materials to beneficial holders of the Securities. The Norway
Receiving Agent, the Depositary and the Information Agent will each
27
<PAGE> 32
receive, reasonable and customary compensation for their services, be reimbursed
for certain reasonable out-of-pocket expenses and be indemnified against certain
liabilities and expenses in connection with their services, including certain
liabilities under the U.S. securities laws.
It is estimated that the expenses incurred in connection with the Offers to
be paid by the Offeror will be approximately as set forth below:
<TABLE>
<S> <C>
Norway Receiving Agent Fees................................. U.S.$65,000
Depositary Fees............................................. U.S.$30,000
Information Agent Fees...................................... U.S.$15,000
Filing Fees................................................. U.S.$60,000
Legal Fees.................................................. U.S.$950,000
Printing and Mailing Costs, Miscellaneous................... U.S.$100,000
</TABLE>
Except as set forth above, the Offeror will not pay any fees or commissions
to any broker, dealer or other person or entity in connection with the
solicitation of tenders of Securities pursuant to the U.S. Offer. Brokers,
dealers, commercial banks and trust companies will upon request, be reimbursed
by the Offeror for customary mailing and handling expenses incurred by them in
forwarding the materials relating to the U.S. Offer to their customers. The
Offeror will pay VPS's commission and costs incurred by it in connection with
the Offers and the Norway Receiving Agent's and the Depositary's fees and
expenses related to conversion of U.S. Dollars to NOK.
28
<PAGE> 33
SCHEDULE 1
INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND
THE EXECUTIVE OFFICERS OF THE OFFEROR AND STAR
Set forth below are the name, business address and present principal
occupation or employment and material occupations, positions, offices or
employment for the past five years of each member of the Board of Directors of
the Offeror and Star, the executive officers of the Offeror and Star, and the
members of the Lim Family. Unless otherwise indicated, each of the following
persons is a Malaysian citizen and has held his or her present position at the
address set forth below for the past five years. Unless otherwise indicated,
none of the following persons owns individually any Shares of NCL.
ARRASAS LIMITED
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION;
NAME AND CITIZENSHIP FIVE YEAR EMPLOYMENT HISTORY AND BUSINESS ADDRESS
- -------------------- -------------------------------------------------
<S> <C>
Chong Chee Tut, (Director)...................... Chief Financial Officer, Star Cruises PLC
(1998 - present)
Senior Vice President, Information Technology, Star
Cruises PLC (1997 - 1998)
Vice President - Information Technology, Star
Cruises
PLC (1995 - 1997)
Star Cruises PLC
Star Cruises Terminal
PO Box 288
42009, Pelabuhan Klang
Selangar Darul Eshan, Malaysia
Gerard Lim Ewe Keng, (Director)................. Vice President - Corporate Affairs, Star Cruises
PLC
Star Cruises PLC
Star Cruises Terminal
PO Box 288
42009, Pelabuhan Klang
Selangar Darul Eshan, Malaysia
Nigel John Carter, (Director)................... Chartered Secretary, IFG International Limited
(British citizen) IFG International Limited,
International House,
Castle Hill,
Victoria Road,
Douglas, Isle of Man,
British Isles IM2 4RB
Raymond Eugene Befroy, (Director)............... Chartered Secretary, IFG International Limited
(British citizen) IFG International Limited,
International House,
Castle Hill,
Victoria Road,
Douglas, Isle of Man,
British Isles IM2 4RB
</TABLE>
S-1
<PAGE> 34
STAR CRUISES PLC
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION;
NAME AND CITIZENSHIP FIVE YEAR EMPLOYMENT HISTORY AND BUSINESS ADDRESS
- -------------------- -------------------------------------------------
<S> <C>
Dato' Lim Kok Thay, (Director)............... Managing Director, Genting Bhd
Chairman, Star Cruises PLC
Genting Bhd
25th Floor, Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Colin Au Fook Yew, (Director)................ President and Chief Executive Officer, Star Cruises
PLC
(1998 - present)
Managing Director, Star Cruises PLC (1993 - 1998)
Executive Director, Genting Bhd
Star Cruises PLC
Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
Lee Swee Hing, (Director).................... Executive Vice President, Star Cruises PLC
(1997 - present)
Senior Vice President - Club Operations, Star Cruises
PLC
(1993 - 1997)
Star Cruises PLC
1 Shenton Way
#01-02 Singapore 068803
Ng Ko Seng, (Director)....................... General Manager, Star Cruises (HK) Limited
(1995 - present)
Senior Vice President - Finance and Administration,
Star
Cruises PLC (1993 - 1995)
Star Cruises (HK) Limited
Suite 1503 Ocean Centre
5 Canton Road, Tsimshatsui, Kowloon,
Hong Kong SAR
Cong Ong, (Director)......................... Senior Vice President - Strategic Planning, Star
Cruises
(Australian citizen) PLC (1995 - Present)
General Manager - China Operations, Star Cruises PLC
(1994 - 1995)
Star Cruises PLC
1 Shenton Way
#01-02 Singapore 068803
</TABLE>
S-2
<PAGE> 35
PERSONS ULTIMATELY CONTROLLING
ARRASAS LIMITED AND
STAR CRUISES PLC
<TABLE>
<CAPTION>
NAME, CURRENT PRESENT PRINCIPAL OCCUPATION;
BUSINESS ADDRESS AND CITIZENSHIP FIVE YEAR EMPLOYMENT HISTORY AND BUSINESS ADDRESS
- -------------------------------- -------------------------------------------------
<S> <C>
Tan Sri Lim Goh Tong............................ Chairman and Chief Executive Officer, Genting Bhd
(1999 - present)
Chairman and Joint Managing Director, Genting Bhd
(1985 - 1999)
Genting Bhd
25th Floor, Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Puan Sri Lim (nee Lee) Kim Hua.................. Director, Kien Huat Realty Sdn Bhd
Kien Huat Realty Sdn Bhd
22nd Floor, Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
Dato' Lim Kok Thay.............................. Managing Director, Genting Bhd (1999 - present)
Joint Managing Director, Genting Bhd (1985 - 1999)
Genting Bhd
25th Floor, Wisma Genting
28 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia
</TABLE>
S-3
<PAGE> 36
The Norway Receiving Agent is:
DEN NORSKE BANK ASA
Den norske Bank
ASA Verdipapirservice
Aker Brygge
P.O. Box 1171 Sentrum
N-0107 Oslo
Norway
Facsimile: 011 47 22 48 29 80
The Depositary is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Tender & Exchange Department
Only)
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 FOR CONFIRMATION TELEPHONE: New York, New York 10286
(800) 507-9357
</TABLE>
The Information Agent is:
[MacKenzie Partners, Inc. LOGO]
156 Fifth Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
ALL OTHERS CALL TOLL-FREE: (800) 322-2885
<TABLE>
<S> <C>
The Manager of the International Offer is: The International Financial Advisor to Arrasas
Limited and Star Cruises PLC is:
[ALFRED BERG SIGNATURE] ABN AMRO ASIA CORPORATE
ABN-AMRO FINANCE LIMITED
Stortorvet 10 31st Floor, Edinburgh Tower
Postboks 483 Sentrum The Landmark, Central
N-0105 Oslo Hong Kong SAR
Norway Telephone: 011 852 2868 0368
Telephone: 011 47 22 00 50 00
</TABLE>
<PAGE> 1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to how to act, you should consult your financial or legal
advisor immediately.
If you have sold all your American Depositary Shares ("ADSS") of NCL
Holding ASA ("NCL"), please send this Letter of Transmittal, together with the
accompanying documents, as soon as possible to the purchaser of such ADSs, or to
the stockbroker, bank or other agent through or to whom the sale was effected,
for transmission to the purchaser.
This document should be read in conjunction with the Offer to Purchase,
dated January 13, 2000, relating to the ADSs (the "OFFER TO PURCHASE").
Capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Offer to Purchase. All terms and conditions contained in the
Offer to Purchase applicable to the ADSs are deemed to be incorporated into and
form a part of this Letter of Transmittal.
- --------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
NCL HOLDING ASA
PURSUANT TO THE OFFER TO PURCHASE
DATED JANUARY 13, 2000
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, FEBRUARY 10, 2000 UNLESS THE OFFER IS EXTENDED
The Depositary is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 FOR CONFIRMATION TELEPHONE: New York, New York 10286
(800) 507-9357
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF THIS LETTER
OF TRANSMITTAL TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID
DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<PAGE> 2
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TENDERING ADSS EVIDENCED
BY AMERICAN DEPOSITARY RECEIPTS ("ADRS") EACH REPRESENTING FOUR ORDINARY SHARES,
NOMINAL VALUE 2.30 NORWEGIAN KRONER ("NOK") EACH (THE "SHARES"), OF NCL. DO NOT
USE THIS LETTER OF TRANSMITTAL TO TENDER SHARES OR FOR ANY OTHER PURPOSE.
Shares cannot be tendered by means of this Letter of Transmittal. If you
hold Shares and you are a U.S. Person, you can obtain an Acceptance Form for
tendering those Shares from Alfred Berg Norge ASA, the manager of the
International Offer ("ALFRED BERG") by telephone at: 011 47 22 00 50 00. See
Instruction 10 of this Letter of Transmittal. Shares beneficially owned or held
of record by persons who are not U.S. Persons cannot be tendered pursuant to the
U.S. Offer, and can only be tendered pursuant to the International Offer.
Information on the International Offer can be obtained from Alfred Berg. Please
note, however, that documentation related to the International Offer may not be
sent into the United States.
Delivery of Letters of Transmittal, ADRs (or, in the case of a book-entry
transfer, an Agent's Message and Book-Entry Confirmation (each as defined
below)) and other required documents to the Depositary by holders of ADSs will
be deemed (without any further action by the Depositary) to constitute
acceptance by such holders of the U.S. Offer with respect to such ADSs, subject
to the terms and conditions set forth in the Offer to Purchase, any supplements
or amendments thereto and this Letter of Transmittal.
Holders of ADSs purchased in the U.S. Offer will receive the ADS Offer
Price for such securities in cash, by check or, in the case of ADSs held through
the Book-Entry Transfer Facility, by means of delivery of funds to the account
of the Book-Entry Transfer Facility maintained by the participant in the
Book-Entry Transfer Facility which has tendered the ADSs.
This Letter of Transmittal is to be used by ADS holders if ADRs are to be
forwarded herewith. An Agent's Message (as defined herein) must be utilized if
delivery of ADSs is to be made by book-entry transfer to an account maintained
by the Depositary at the Book-Entry Transfer Facility pursuant to the procedures
for book-entry transfer set forth under "The U.S. Offer--Procedures for
Tendering Securities" in the Offer to Purchase. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Depositary.
In the event of any inconsistency between the terms and procedures in this
Letter of Transmittal and the Offer to Purchase, the terms and procedures in the
Offer to Purchase shall govern.
2
<PAGE> 3
- --------------------------------------------------------------------------------
DESCRIPTION OF NCL ADSS TENDERED
(SEE INSTRUCTIONS 3 AND 4)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS ADSS TENDERED
NAME(S) APPEAR(S) ON ADR(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
TOTAL NUMBER
ADR OF ADSS NUMBER
CERTIFICATE EVIDENCED BY OF ADSS
NUMBER(S)* ADRS* TENDERED**
<S> <C> <C> <C>
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* NEED NOT BE COMPLETED FOR BOOK-ENTRY TRANSFERS.
** UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL ADSS DELIVERED TO
THE DEPOSITARY ARE BEING TENDERED. SEE INSTRUCTION 4.
YOU MUST COMPLETE THE BOX HEADED "SIGN HERE" IN ACCORDANCE WITH THE
INSTRUCTIONS SET OUT THEREIN AND, IF APPROPRIATE, THE BOXES HEADED "SPECIAL
DELIVERY INSTRUCTIONS" AND "SPECIAL PAYMENT INSTRUCTIONS".
- --------------------------------------------------------------------------------
Holders of ADSs whose ADRs are not immediately available, or who cannot
deliver their ADRs and all other documents required by this Letter of
Transmittal to the Depositary or who cannot complete the procedures for book
entry transfer before the Expiration Time, may nevertheless tender their ADSs by
following the guaranteed delivery procedures set forth in the Offer to Purchase
under "The U.S. Offer--Procedures for Tendering Securities--Valid Tender of
ADSs--Guaranteed Delivery Procedures." See Instruction 2 of this Letter of
Transmittal.
[ ] CHECK HERE IF TENDERED ADSS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
Account No. at DTC
Transaction Code No.
[ ] CHECK BOX IF TENDERED ADSS ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution
Account No. at DTC
Transaction Code No.
3
<PAGE> 4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To: The Bank of New York, as Depositary:
The undersigned hereby instructs the Depositary to accept the U.S. Offer on
behalf of the undersigned with respect to the ADSs (which expression shall in
this Letter of Transmittal, except where the context otherwise requires, be
deemed to include, without limitation, the Shares represented thereby), subject
to the terms and conditions set forth in the Offer to Purchase (including any
supplements or amendments thereto), the receipt of which is hereby acknowledged,
and this Letter of Transmittal. The undersigned hereby acknowledges that
delivery of this Letter of Transmittal and of the ADSs (or, in the case of a
book-entry transfer, an Agent's Message and Book-Entry Confirmation, (each as
defined below)) and other required documents delivered to the Depositary in
connection herewith shall be deemed (without further action by the Depositary)
to constitute acceptance of the U.S. Offer by the undersigned with respect to
such ADSs, subject to the rights of withdrawal, if any, set out in the Offer to
Purchase under the caption "The U.S. Offer--Withdrawal Rights" and the terms and
conditions set forth in this Letter of Transmittal.
The undersigned understands that acceptance of the U.S. Offer by the
undersigned pursuant to the procedures described herein and in the instructions
hereto will constitute a binding agreement between the undersigned and Arrasas
Limited (the "OFFEROR"), upon the terms of the U.S. Offer.
The undersigned hereby delivers to the Depositary for tender to the Offeror
the ADSs, in accordance with the terms and conditions of the Offer to Purchase,
any supplements or amendments thereto, and this Letter of Transmittal.
Upon the terms of the U.S. Offer (including, if the U.S. Offer is extended
or amended, the terms and conditions of such extension or amendment), the
undersigned hereby:
(1) sells, assigns and transfers to the Offeror all right, title and
interest in and to all the ADSs being tendered herewith (and any and all
other securities or rights issued or issuable in respect of such ADSs);
(2) irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to the
ADSs (and any such other securities or rights issued or issuable in respect
of such ADSs), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest) (i) to
deliver ADSs (and any such other securities or rights issued or issuable in
respect of such ADSs) and otherwise transfer the ownership of such ADSs
(and any such other securities or rights issued or issuable in respect of
such ADSs) on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidence of
transfer and authenticity, to the Offeror; (ii) to present such ADSs (and
any such other securities or rights issued or issuable in respect of such
ADSs) for transfer on the books of The Bank of New York, as depositary of
the ADR program; and (iii) receive payment of the ADS Offer Price from the
Offeror and transmit payment in accordance with the undersigned's
instructions in this Letter of Transmittal; and
(3) irrevocably constitutes and appoints the Offeror and each of its
directors, secretaries and officers from time to time jointly and each of
them severally as the undersigned's true and lawful agents, and
attorneys-in-fact and proxies with respect to the ADSs (and any such other
securities or rights issued or issuable in respect of such ADSs), with full
power of substitution (such power of attorney being deemed to be coupled
with an interest) to receive all benefits and otherwise exercise all rights
of beneficial ownership of such ADSs (and any such other securities or
rights issued or issuable in respect of such ADSs), all in accordance with
the terms of the U.S. Offer. Such appointment is effective when, and only
to the extent that, the Offeror accepts for payment ADSs tendered by the
undersigned as provided in the Offer to Purchase. Upon the effectiveness
such appointment, all prior powers of attorney, proxies and consents given
by the undersigned with respect to the ADSs will, without further action,
be revoked and no subsequent powers of attorney, proxies, consents or
revocations may be given (and, if given, will not be deemed effective). The
designees of the Offeror will hereby be empowered to exercise all voting
and other rights with respect to such ADSs (and any such other securities
or rights issued or issuable in respect of such ADSs) in respect of any
annual, special or adjourned meeting of
4
<PAGE> 5
otherwise, as they in their sole discretion deem proper. The Offeror
reserves the right to require that, in order for Securities to be deemed
validly tendered, immediately upon the Offeror's acceptance for payment of
such Securities, the Offeror must be able to exercise full voting, consent
and other rights with respect to such Securities (and any such other
securities or rights issued or issuable in respect of such ADSs), including
voting at any meeting of securityholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered ADSs
(and any and all other securities or rights issued or issuable in respect of
such ADSs) and, when the same are purchased by the Offeror, the Offeror will
acquire good title thereto, free and clear from all charges, liens and
encumbrances, together with all rights now or hereafter attaching to them,
including voting rights and rights to all dividends, other distributions and
payments hereafter declared, made or paid, and the same will not be subject to
any adverse claim. The undersigned will, upon request, do all such acts and
things as shall be necessary and execute any and all additional documents deemed
by the Depositary or the Offeror to be necessary or desirable to complete the
sale, assignment and transfer of the tendered ADSs (and any and all other
securities or rights issued or issuable in respect of such ADSs).
The undersigned agrees to ratify each and every act or thing which may be
done or effected by any director or officer of, or other person nominated by,
the Offeror or its respective agents, as the case may be, in the exercise of any
of his or her powers and authority hereunder.
The undersigned undertakes, represents and warrants that if any provision
of this Letter of Transmittal shall be unenforceable or invalid or shall not
operate so as to afford the Offeror or the Depositary or their respective agents
the benefit of the authority expressed to be given in this Letter of
Transmittal, the undersigned shall, with all practicable speed, do all such acts
and things and execute all such documents as may be required to enable the
Offeror or the Depositary to secure the full benefits of this Letter of
Transmittal.
All authority herein conferred or agreed to be conferred and all
undertakings, representations and warranties given pursuant to this Letter of
Transmittal, shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions" or "Special Delivery Instructions," the undersigned hereby
instructs the Offeror to:
(1) cause to be issued in the name of the registered holder appearing
herein in the box entitled "Description of ADSs Tendered" the check for the
ADS Offer Price for the ADSs accepted for purchase, and
(2) cause to be issued in the name of the registered holder appearing
herein in the box entitled "Description of ADSs Tendered" ADRs for ADSs not
tendered or accepted for purchase in the U.S. Offer.
The terms and conditions of the U.S. Offer contained in the Offer to
Purchase, as from time to time supplemented or amended, shall be deemed to be
incorporated in, and form part of, this Letter of Transmittal.
In the case of a book-entry delivery of ADSs, the undersigned hereby
instructs the Offeror to credit the undersigned's account maintained at the
Book-Entry Transfer Facility with (1) the ADS Offer Price for the ADSs accepted
for purchase and (2) any ADSs not accepted for purchase. The undersigned
acknowledges that the Offeror will not transfer any ADSs from the name of the
registered holder thereof if the Offeror does not accept for purchase any of the
ADSs so tendered.
THIS LETTER OF TRANSMITTAL SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND
DELIVERY OF THE ADS OFFER PRICE PURSUANT TO THE U.S. OFFER SHALL NOT BE MADE,
UNTIL THE ADSS BEING TENDERED AND ALL OTHER REQUIRED DOCUMENTS HAVE BEEN
RECEIVED BY THE DEPOSITARY AS PROVIDED IN THE OFFER TO PURCHASE AND THIS LETTER
OF TRANSMITTAL.
Unless you complete the "Special Delivery Instructions" box, the address of
the holder inserted in the box entitled "Description of ADSs Tendered" is the
address to which your consideration will be sent. Please also state a daytime
telephone number where you may be contacted in the event of any inquiry.
[ ] Check here if any ADRs representing ADSs that you own have been lost
or destroyed (see Instruction 11).
Number of ADSs represented by lost or destroyed ADR(s):
5
<PAGE> 6
SPECIAL PAYMENT INSTRUCTIONS
(INSTRUCTIONS 1, 5, 6 AND 7)
[ ] Check box ONLY if ADRs representing ADSs not tendered or not accepted for
payment and/or the check for the ADS Offer Price with respect to ADSs
accepted for payment (less the amount of any federal income and backup
withholding tax required to be withheld) are to be issued in the name of
someone other than the undersigned.
Issue: [ ] check and/or [ ] ADRs to:
Name:
- ----------------------------------------------
(PLEASE PRINT FIRST, MIDDLE AND LAST NAME)
Address:
- --------------------------------------------
-----------------------------------------------------
(INCLUDE ZIP CODE)
(Tax Identification Number or
Social Security Number)
SPECIAL DELIVERY INSTRUCTIONS
(INSTRUCTIONS 1, 4, 5 AND 7)
[ ] Check box ONLY if ADRs representing ADSs not tendered or not accepted for
payment and/or the check for the ADS Offer Price with respect to ADSs
accepted for payment (less the amount of any federal income and backup
withholding tax required to be withheld) are to be mailed to someone other
than the undersigned or to the undersigned at the address other than that
shown above.
Mail: [ ] check and/or [ ] ADRs to:
Name:
- ----------------------------------------------
(PLEASE PRINT FIRST, MIDDLE AND LAST NAME)
Address:
- --------------------------------------------
-----------------------------------------------------
(INCLUDE ZIP CODE)
(Tax Identification Number or
Social Security Number)
6
<PAGE> 7
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated:
- --------------------------- , 2000
(Must be signed by registered owner(s) exactly as name(s) appear(s) on ADR
certificate(s) by person(s) to whom ADRs surrendered have been assigned and
transferred, as evidenced by endorsement, stock powers and other documents
transmitted herewith.)
If signature is by any trustee, executor, administrator, guardian,
attorney-in-fact, officer of corporation or others acting in a fiduciary or
representative capacity, please set forth the following and see Instruction 5.
Name(s) ------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
Capacity (full title)
----------------------------------------------------------------
Address-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.
-------------------------------------------------------------------------------
Employer Identification No. or
Social Security No.
----------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature
---------------------------------------------------------------
Name --------------------------------------------------------------------------
(PLEASE PRINT)
Name of Firm--------------------------------------------------------------------
Address-------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.
-------------------------------------------------------
Dated
- --------------------------------------------------------------------------------
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) which is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Program, or the Stock
Exchanges Medallions Program (an "ELIGIBLE INSTITUTION"). Signatures on this
Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal
is signed by the registered holder(s) (which term, for purposes of this
document, includes any participant in any of the Book-Entry Transfer Facility's
systems whose name appears on a security position listing as the owner of ADSs)
of the ADSs tendered herewith and such holder(s) have not completed either the
box entitled "Special Delivery Instructions" or the box entitled "Special
Payment Instructions" in this Letter of Transmittal, or (b) if such ADSs are
tendered for the account of an Eligible Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND ADSS. This Letter of Transmittal
is to be completed by ADS holders if ADRs are to be forwarded herewith. An
Agent's Message must be utilized if delivery of ADSs is to be made by book-entry
transfer to an account maintained by the Depositary at the Book-Entry Transfer
Facility pursuant to the procedures for book-entry transfer set forth in the
Offer to Purchase under "The U.S. Offer--Procedures for Tendering Securities."
ADRs or confirmation of any book entry transfer into the Depositary's account at
the Book-Entry Transfer Facility of ADSs delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal or, in the case of a
book-entry transfer, an Agent's message, and any other documents required by
this Letter of Transmittal, must be delivered to the Depositary before the
Expiration Time at one of its addresses set forth herein, or the tendering ADS
holder must comply with the guaranteed delivery procedures set forth below and
as provided in the Offer to Purchase under "The U.S. Offer--Procedures for
Tendering Securities--Valid Tender of ADSs--Guaranteed Delivery Procedures." If
ADSs are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal (or a copy thereof) must
accompany each such delivery.
ADS holders whose ADRs are not immediately available or who cannot deliver
their ADRs and all other required documents to the Depositary or complete the
procedures for book-entry transfer before the Expiration Time, as the case may
be, may tender their ADSs by properly completing and duly executing the Notice
of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth
in the Offer to Purchase under "The U.S. Offer--Procedures for Tendering
Securities--Valid Tender of ADSs--Guaranteed Delivery Procedures." Pursuant to
the guaranteed delivery procedures, (1) such tender must be made by or through
an Eligible Institution, (2) a properly completed and duly executed Notice of
Guaranteed Delivery, with any required signature guarantees, substantially in
the form provided by the Offeror, or, in the case of a book-entry transfer, a
message transmitted through the Book-Entry Transfer Facility pursuant to which
the participant agrees to be bound by the terms of the Notice of Guaranteed
Delivery, must be received by the Depositary before the Expiration Time, and (3)
the ADRs representing all tendered ADSs, together with a properly completed and
duly executed Letter of Transmittal (or a copy thereof), with any required
signature guarantees (or, in the case of a book-entry transfer, a Book-Entry
Confirmation and an Agent's Message (as defined below)), and any other required
documents must be received by the Depositary within three NYSE trading days
after the date of execution of such Notice of Guaranteed Delivery. A "NYSE
trading day" means any day on which the New York Stock Exchange is open for
business.
The term "AGENT'S MESSAGE" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation which states that such Book-Entry Transfer Facility has
received an express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the ADSs that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Offeror may enforce such agreement against the participant.
The term "BOOK-ENTRY CONFIRMATION" means the confirmation of a book-entry
transfer of ADSs into the Depositary's account at the Book-Entry Transfer
Facility.
THE METHOD OF DELIVERY OF ADRS AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING
DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY) IS AT THE OPTION AND RISK OF
THE TENDERING HOLDERS OF ADSS, AND DELIVERY THEREOF WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A
BOOK-ENTRY, TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOM-
8
<PAGE> 9
MENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE DELIVERY
BEFORE THE EXPIRATION TIME.
No alternative, conditional or contingent tenders will be accepted, and no
fractional ADSs will be purchased. By executing this Letter of Transmittal (or a
copy thereof), all tendering ADS holders hereby waive any right to receive any
notice of the acceptance of their ADSs for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers of the ADRs, the total number of ADSs represented by such
ADRs and the number of ADSs should be listed on a separate schedule attached
hereto.
4. PARTIAL TENDERS. If fewer than all the ADSs evidenced by any ADRs
delivered to the Depositary are to be tendered, fill in the number of ADSs that
are to be tendered in the box entitled "Number of ADSs Tendered." In such case,
a new ADR for the untendered ADSs represented by the surrendered ADR will be
sent, as promptly as practicable after the Expiration Time, to the person(s)
signing this Letter of Transmittal, unless otherwise provided in the appropriate
box entitled "Special Delivery Instructions" on this Letter of Transmittal. All
ADRs delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the ADSs
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the corresponding ADR certificates without any change whatsoever. DO
NOT SIGN THE BACK OF THE ADRS.
If any of the ADSs tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the ADSs tendered in the U.S. Offer are registered in different
names on several certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any ADRs or stock powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Offeror of their authority to act must be submitted herewith.
If this Letter of Transmittal is signed by the registered holder(s) of the
ADSs listed and transmitted hereby, no endorsements of ADRs or separate stock
powers are required unless payment of the ADS Offer Price for such ADSs is to be
made to, or ADRs for ADSs not tendered or not accepted for payment are to be
issued or delivered to, or registered in the name of, a person other than the
registered holder(s). Signatures on such ADRs or stock powers must be guaranteed
by an Eligible Institution.
If an ADR certificate listed and transmitted hereby is registered in the
name of a person other than the signer of this Letter of Transmittal, then the
ADR certificate must be endorsed or accompanied by appropriate stock powers,
signed exactly as the name(s) of the registered holder(s) appear on the ADR
certificate, with the signature(s) on such ADR certificate or stock powers
guaranteed by an Eligible Institution. Evidence of the payment of any applicable
stock transfer tax must also be presented. See Instructions 1 and 6.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Offeror will pay or cause to be paid any stock transfer taxes (including
Stamp duty) with respect to the transfer and sale to it or to its order of ADSs
pursuant to the U.S. Offer. If, however, payment of the ADS Offer Price is to be
made to, or if ADSs not tendered or accepted for payment are to be registered in
the name of, any persons other than the registered holder(s), or if tendered
ADSs are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s) or such person(s)), payable on account of
the transfer to such person will be deducted from the ADS Offer Price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the ADRs listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. If the ADS Offer
Price for ADSs accepted for purchase and/or ADRs evidencing ADSs not tendered or
not accepted for purchase is or are to be issued in the name of a person other
than the signer of this Letter of Transmittal or if such ADS Offer Price is to
be sent and/or such ADRs are to be returned to a person other than the signer of
this Letter of Transmittal or to an address other than that indicated in the box
entitled "Description of ADSs Tendered," the appropriate "Special Delivery
Instructions" box and/or the "Special Payment Instruction" box on this Letter of
Transmittal should be completed.
9
<PAGE> 10
8. RESERVED.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Holders of ADSs must use
either a Letter of Transmittal (or an Agent's Message, in the case of a book
entry transfer) or a Notice of Guaranteed Delivery in order to tender their ADSs
and accept the U.S. Offer. Holders of ADSs who deliver a Notice of Guaranteed
Delivery to accept the U.S. Offer must deliver a Letter of Transmittal (or an
Agent's Message, in the case of a book-entry transfer) at a later date when
delivering ADSs to the Depositary. Beneficial holders or holders of record of
Shares must use the Acceptance Form in order to tender their Shares and accept
the U.S. Offer. Holders of Shares may not tender Shares pursuant to this Letter
of Transmittal. Requests for additional copies of the Offer to Purchase, this
Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to
the Information Agent, at its address and telephone number set out on the back
cover of this Letter of Transmittal.
10. HOLDERS OF SHARES. Holders of Shares have been sent an Acceptance Form
and may not tender Shares pursuant to this Letter of Transmittal. If any such
holder of Shares which are not represented by ADSs needs to obtain a copy of an
Acceptance Form, such holder should contact Alfred Berg by telephone at 011 47
22 00 50 00 or at the address set forth on page 2 of this Letter of Transmittal.
Holders of ADSs cannot use the Acceptance Form to tender their ADSs.
11. LOST, DESTROYED OR STOLEN ADRS. If any ADR has been lost, destroyed or
stolen, the holder should promptly notify the Depositary by checking the box
immediately preceding "Special Delivery Instructions" and indicate the number of
ADSs represented by the lost, destroyed or stolen ADRs. The holder will then be
instructed as to the steps that must be taken in order to replace them. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost or destroyed ADRs have been complied with.
12. BACK-UP WITHHOLDING. Under U.S. federal income tax law, payment of
cash by the Depositary may be subject to U.S. backup withholding tax at a 31%
rate unless the securityholder establishes entitlement to an exemption in the
manner described below. In order to avoid such backup withholding, except as
described below in the case of an exempt non-U.S. holder, each securityholder
delivering ADSs to the Depositary should (a) complete and sign the Substitute
Form W-9 included with this Letter of Transmittal, (b) provide its taxpayer
identification number ("TIN") and (c) certify, under penalties of perjury, that
the TIN so provided is correct and either that (i) the holder has not been
notified by the Internal Revenue Service (the "IRS") that the holder is subject
to backup withholding as a result of failure to report all interest or
dividends, (ii) the IRS has notified the holder that the holder is no longer
subject to backup withholding or (iii) that the holder is exempt from backup
withholding. In general, if a holder is an individual, the TIN is the
individual's Social Security number. If the Depositary is not provided with the
correct TIN, the holder may be subject to a $50 penalty imposed by the IRS.
The box in Part 2 of Substitute Form W-9 may be checked if the
securityholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 is checked, the
securityholder must also complete the Certificate of Awaiting Taxpayer
Identification Number in order to avoid backup withholding. If the box in Part 2
is checked, the Offeror (or the Depositary) or a broker or custodian may still
withhold 31% of any payments made on account of a tender pursuant to the U.S.
Offer until the holder furnishes the Offeror or the Depositary, broker or
custodian with its TIN. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9, consult the enclosed
"Guidelines for Certification of Taxpayer Identification number on Substitute
Form W-9."
Certain exempt recipients (including, among others, all corporations and
non U.S. individuals) are not subject to those back-up withholding requirements.
In order for a non-U.S. holder to qualify as an exempt recipient, such holder
should submit an IRS Form W-8, signed under penalties of perjury, attesting to
its exempt status. An IRS Form W-8 may be obtained from the Depositary.
Failure to complete the Substitute Form W-9 or IRS Form W-8 will not, by
itself, cause the ADSs to be deemed invalidly tendered, but may require the
Offeror, the Depositary, a broker or custodian to withhold tax at the 31% rate.
Backup withholding is not an additional U.S. federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of such tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
10
<PAGE> 11
PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number or
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification Number
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE SERVICE
----------------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 2--Awaiting TIN [ ]
TAXPAYER
Identification Number
("TIN")
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART 3--CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
assigned to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
Certification Information--You must cross out Item (2) above if you have been notified by the IRS that you are
temporarily subject to backup withholding because of under-reporting interest or dividends on your tax returns.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2).
Name
------------------------------------------------------------------------------------------------------------
(Please Print)
Address
- -----------------------------------------------------------------------------------------------------------
(Including Zip Code)
Signature Date ____________ ,
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding that I have checked the box in Part 2 (and
have completed this Certificate of Awaiting Taxpayer Identification Number),
all reportable payments made to me prior to the time I provide the Depository
with a properly certified taxpayer identification number will be subject to a
31% back-up withholding tax.
-----------------------------------------------------------
-----------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACK-UP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO YOU. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 12
The Depositary is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Tender & Exchange Department
P.O. Box 11248 Only) 101 Barclay Street
Church Street Station (212) 815-6213 Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
FOR CONFIRMATION TELEPHONE:
(800) 507-9357
</TABLE>
The Information Agent is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
Banks and Brokers Call Collect: (212) 929-5500
ALL OTHERS CALL TOLL-FREE: (800) 322-2885
<PAGE> 13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<C> <S> <C>
- ------------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
joint funds, the
first individual on
account(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
8. Sole proprietorship account The Owner(4)
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ------------------------------------------------------------
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount renewed is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050(A).
PRIVACY ACT NOTICE. --Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. --If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER. --If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
<PAGE> 1
ACCEPTANCE FORM
To be used to accept the U.S. Offer from Arrasas Limited (the "Offeror") to
acquire shares in NCL Holding ASA ("NCL").
Return to:
Den norske Bank ASA
Verdipapirservice
P.O. Box 1171 Sentrum
N-0107 Oslo
Telefax: 011 47 22 48 29 80
The shareholder register in NCL per 7 January 2000 shows:
<TABLE>
<S> <C> <C>
Registered
VPS account: No of shares: trustee:
</TABLE>
CLOSING DATE:
ACCEPTANCE MUST BE RECEIVED BY DEN NORSKE BANK ASA, VERDIPAPIRSERVICE PRIOR
TO THE EXPIRATION TIME. SHAREHOLDERS WHOSE NCL SHARES ARE HELD IN SEVERAL VPS
ACCOUNTS WILL RECEIVE AN ACCEPTANCE FORM FOR EACH ACCOUNT. ALL ACCEPTANCE FORMS
MUST BE FILLED IN AND RETURNED BEFORE THE EXPIRATION OF THE OFFERS. CAPITALIZED
TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS DESCRIBED TO THEM IN
THE OFFER TO PURCHASE, DATED JANUARY 13, 2000 (THE "OFFER TO PURCHASE")
TO ARRASAS LIMITED
1. I/We have received the Offer to Purchase and hereby accept the U.S. Offer to
acquire my/our Shares in NCL in accordance with the terms set out in the
U.S. Offer.
2. [ ] Irrespective of 1. above, I/we accept the U.S. Offer only with regard to
________ Shares, which amounts to less than all of my/our Shares
registered on my/our VPS-account. (Check box only if you want partial
acceptance).
3. I/we further accept that the Shares covered by this acceptance will be
transferred to a special blocked VPS account held in my name, with the
Manager Alfred Berg Norge ASA as trustee.
4. I/We give Den norske Bank ASA, Verdipapirservice an ad-hoc irrevocable
authority on behalf of the trustee to debit the Shares covered by this
acceptance from my/our VPS account.
5. I/We give Den norske Bank ASA, Verdipapirservice an ad-hoc irrevocable
authority on behalf of the trustee to transfer the Shares to a VPS account
in the Offeror's name.
6. I/We accept that payment will be made through a credit to my/our bank
account recorded at my/our VPS account as the account into which dividends
are to be paid or, where there is no record of such an account, that the
payment will be sent to me/us by bank giro. (Please refer to the instruction
regarding backup withholding and attached Substitute Form W-9).
7. [ ] I/We elect to receive payment in U.S. dollars, in accordance with the
Offer to Purchase. (Check box only if you want to receive payment in
U.S. dollars).
8. My/Our Shares are to be transferred free of any kind of encumbrances. I/We
recognise that this acceptance can be treated as valid only if any trustees
(marked "YES" under "Registered trustee" on the right above) have consented
in signing on this acceptance form to the sale and transfer of the Shares to
the Offeror.
9. The Offeror will pay my/our VPS transaction costs relating directly to
my/our acceptance.
10. This agreement is governed by, and is to be interpreted in accordance with,
Norwegian law. Any conflicts arising in connection with this agreement which
cannot be amicably settled, are to be resolved through arbitration in
accordance with the Oslo Stock Exchange Regulations section 26-5, at a legal
venue in Oslo.
<TABLE>
<S> <C> <C>
- ------------------------------ ------------------------ -----------------------------------------------------
Place Date Signature(1)
(1) A proxy form or company certificate must be
attached if signed by a proxy.
</TABLE>
TRUSTEE:
VPS accounts marked "YES" on the right above are registered in the name of a
trustee. As the trustee, the undersigned consents to the transaction being
accomplished:
<TABLE>
<S> <C> <C>
- ------------------------------ ------------------------ -----------------------------------------------------
Place Date Trustee's Signature(1)
(1) A proxy form or company certificate must be
attached if signed by a proxy.
</TABLE>
<PAGE> 2
INSTRUCTION REGARDING BACKUP WITHHOLDING
Under U.S. federal income tax law, payment of cash by the Norway Receiving
Agent to a U.S. Shareholder may, under certain circumstances, be subject to U.S.
backup withholding tax at a 31% rate unless the U.S. Shareholder establishes
entitlement to an exemption in the manner described below. In order to avoid
such backup withholding, each U.S. Shareholder delivering Shares to the Norway
Receiving Agent is advised to (a) complete and sign the Substitute Form W-9
included with this Acceptance Form, (b) provide its taxpayer identification
number ("TIN") and (c) certify, under penalties of perjury, that the TIN so
provided is correct and either that (i) the holder has not been notified by the
Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends, (ii) the
IRS has notified the holder that the holder is no longer subject to backup
withholding or (iii) that the holder is exempt from backup withholding. In
general, if a holder is an individual, the TIN is the individual's Social
Security number. If the correct TIN is not provided, the holder may, under
certain circumstances, be subject to a $50 penalty imposed by the IRS.
The box in Part 2 of Substitute Form W-9 may be checked if the U.S.
Shareholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 is checked, the U.S.
Shareholder should also complete the Certificate of Awaiting Taxpayer
Identification Number. If the box in Part 2 is checked, the 31% backup
withholding tax may be imposed on payments made on account of a tender pursuant
to the U.S. Offer until the holder furnishes its TIN. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9, consult the enclosed "Guidelines for Certification of Taxpayer
Identification number on Substitute Form W-9."
Certain exempt recipients (including, among others, all corporations) are
not subject to those back-up withholding requirements.
Failure to complete the Substitute Form W-9 will not, by itself, cause the
Shares to be deemed invalidly tendered, but may require a broker or custodian
with certain connections to the United States to withhold tax at the 31% rate.
Backup withholding is not an additional U.S. federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of such tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
<PAGE> 3
PAYER'S NAME: DEN NORSKE BANK ASA
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number or
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification Number
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
----------------------------------------------------------------------------------------
PART 2--Awaiting TIN [ ]
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
PART 3--CERTIFICATION--Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
assigned to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure
to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding.
Certification Information--You must cross out Item (2) above if you have been notified by the IRS that you are
temporarily subject to backup withholding because of under-reporting interest or dividends on your tax returns. However,
if after being notified by the IRS that you were subject to backup withholding you received another notification from the
IRS that you are no longer subject to backup withholding, do not cross out such Item (2).
- -------------------------------------------------------------------------------------------------------------------------
Name
------------------------------------------------------------------------------------------------------------------------
(PLEASE PRINT)
Address
------------------------------------------------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Signature
------------------------------------------------------------------------------------------------------------------------
Date
------------------------------------------------------------------------------------------------------------------------ ,
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding that I have checked the box in Part 2 (and
have completed this Certificate of Awaiting Taxpayer Identification Number),
all reportable payments made to me prior to the time I provide the Depository
with a properly certified taxpayer identification number will be subject to a
31% back-up withholding tax.
- ---------------------------------------- -------------------------------------
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACK-UP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO YOU. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 4
The Norway Receiving Agent is:
DEN NORSKE BANK ASA
Den norske Bank ASA
Verdipapirservice
Aker Brygge
P.O. Box 1171 Sentrum
N-0107 Oslo
Norway
Facsimile: 011 47 22 48 29 80
The Manager of the International Offer is:
[ALFRED BERG SIGNATURE]
ABN-AMRO
Stortorvet 10
Postboks 483 Sentrum
N-0105 Oslo
Norway
Telephone: 011 47 22 00 50 00
<PAGE> 5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<C> <S> <C>
- ------------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
joint funds, the
first individual on
account(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
8. Sole proprietorship account The Owner(4)
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- ------------------------------------------------------------
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives
agricultural program payments
- ------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 6
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount renewed is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050(A).
PRIVACY ACT NOTICE. --Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. --If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER. --If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
<PAGE> 1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to how to act, you should consult your financial or legal
advisor immediately.
If you have sold or otherwise transferred all your American Depositary
Shares ("ADSs") of NCL Holding ASA, please forward this document and all
accompanying documents at once to the stockholder, bank or other agent through
or to whom the sale or transfer was effected, for transmission to the purchaser
or transferee.
NOTICE OF GUARANTEED DELIVERY
TO TENDER AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
NCL HOLDING ASA
PURSUANT TO THE OFFER TO PURCHASE,
DATED JANUARY 13, 2000,
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
As set forth under "The U.S. Offer--Procedures for Tendering
Securities--Valid Transfer of ADSs" in the Offer to Purchase, dated January 13,
2000 (the "OFFER TO PURCHASE"), this form, or one substantially equivalent
hereto, must be used to accept the U.S. Offer if your ADRs are not immediately
available or you cannot deliver your ADRs and all other required documents to
the Depositary or complete the procedures for book entry transfer before the
Expiration Time, as the case may be. This form must be delivered by hand or by
mail to the Depositary and must include a signature guarantee by an Eligible
Institution. See "Guaranteed Delivery Procedures" in the Offer to Purchase under
the caption "The U.S. Offer--Procedures for Tendering Securities--Valid Tender
of ADSs." Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Purchase.
The Depositary is:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
P.O. Box 11248 (212) 815-6213 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 FOR CONFIRMATION TELEPHONE: New York, New York 10286
(800) 507-9357
</TABLE>
In the case of ADSs held through the Book-Entry Transfer Facility, the
Notice of Guaranteed Delivery must be delivered to the Depositary by a
participant in the Book-Entry Transfer Facility via the Book-Entry Transfer
Facility confirmation system.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN (A) TO AN ADDRESS
SET FORTH ABOVE, OR (B) BY MEANS OF THE BOOK-ENTRY TRANSFER FACILITY
CONFIRMATION SYSTEM DOES NOT CONSTITUTE VALID DELIVERY. DELIVERY OF THIS NOTICE
OF GUARANTEED DELIVERY TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
<PAGE> 2
This form is not to be used to guarantee a signature. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on such Letter of Transmittal.
SHARES MAY NOT BE TENDERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES.
Ladies and Gentlemen:
The undersigned hereby tenders to Arrasas Limited (the "OFFEROR") the ADSs
indicated below, upon the terms and subject to the conditions set forth below
and pursuant to the guaranteed delivery procedures described in the Offer to
Purchase under the caption "The U.S. Offer--Procedures for Tendering
Securities--Valid Tender of ADSs--Guaranteed Delivery Procedures" and the
related Letter of Transmittal.
Number of ADSs:
- ------------------------------
<TABLE>
<S> <C>
ADR No.(s) (if available): Name(s) of Record Holder(s):
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
- ------------------------------ ---------------------------------------------------
Address:
---------------------------------------------------
(Street Address)
---------------------------------------------------
(City) (State) (Zip
Code)
Area Code and Telephone No.:
---------------------------------------------------
Signature(s):
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
Date:
---------------------------------------------------
</TABLE>
2
<PAGE> 3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, an Eligible Institution, hereby guarantees that either the
ADR certificate(s) which evidence the ADSs tendered hereby, in proper form for
transfer, or timely confirmation of a book-entry transfer of such ADSs into the
Depositary's account at the Book-Entry Transfer Facility, together with a
properly completed and duly executed Letter of Transmittal (or a copy thereof)
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other required documents will be received
by the Depositary at one of its addresses set forth above within three (3) NYSE
trading days after the date of execution hereof.
Name of Firm:
- ----------------------------------------------
Title
- ----------------------------------------------
- ----------------------------------------------
(Authorized Signature)
Name:
- ----------------------------------------------
(Please Type or Print)
Address:
- ----------------------------------------------
- ----------------------------------------------
(City) (State) (Zip Code)
Area Code and Tel. No.:
- ---------------------------------------------------------------------------
- ----------------------------------------------
Date:
- ----------------------------------------------
- ----------------------------------------------
NOTE: DO NOT SEND SECURITIES WITH THIS FORM; SECURITIES SHOULD BE SENT ONLY
WITH YOUR LETTER OF TRANSMITTAL
3
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING
ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE DOLLAR EQUIVALENT THEREOF FOR EACH ORDINARY
SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140 FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 13, 2000
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 10, 2000
UNLESS THE OFFER IS EXTENDED
January 13, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Arrasas Limited, an Isle of Man company (the "OFFEROR") and a wholly owned
subsidiary of Star Cruises PLC, an Isle of Man company ("STAR"), is making an
offer for all outstanding ordinary shares, nominal value NOK 2.30 each
("SHARES"), that are held by U.S. Persons ("U.S. PERSONS," as defined in
Regulation S under the Securities Act of 1933, as amended), and all outstanding
American Depositary Shares, each representing four Shares ("ADSS" and, together
with the Shares, the "SECURITIES"), of NCL Holding ASA, a Norwegian company
("NCL"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 13, 2000 (the "OFFER TO PURCHASE") and the related
Acceptance Form and Letter of Transmittal (which, as amended or supplemented
from time to time, together constitute the "U.S. OFFER"). The U.S. Offer is
being made to all holders of Shares who are U.S. Persons and to all holders of
ADSs. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name, or in the name of
your nominee. Enclosed herewith for your information and forwarding to your
clients are copies of the following documents:
1. The Offer to Purchase dated January 13, 2000;
<PAGE> 2
2. The Acceptance Form to be used by holders of Shares in accepting
the U.S. Offer, including Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9;
3. A printed form of letter that may be sent to your clients for whose
accounts you hold Shares registered in your name, or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the U.S. Offer; and
4. Return envelope addressed to Den norske Bank ASA (the "NORWAY
RECEIVING AGENT") for tendering Shares.
ADSS CANNOT BE TENDERED BY MEANS OF THE ENCLOSED ACCEPTANCE FORM (WHICH IS
EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU OR YOUR CLIENTS HOLD ADSS, YOU
SHOULD RECEIVE A LETTER OF TRANSMITTAL FOR TENDERING SUCH ADSS IN THE U.S.
OFFER, WHICH YOU CAN ALSO OBTAIN FROM THE OFFEROR'S INFORMATION AGENT BY
TELEPHONE TOLL FREE AT (800) 322-2885 OR COLLECT (212) 929-5500 OR AT THE
ADDRESS SET FORTH IN THE OFFER TO PURCHASE.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
Please note the following:
1. The U.S. Offer is being made for all outstanding Shares held by
U.S. Persons and for all outstanding ADSs. The Offeror will, upon the terms
of the U.S. Offer, purchase the Shares and ADSs validly tendered and not
properly withdrawn before the Expiration Time. The U.S. Offer is open to
all holders of Shares who are U.S. Persons and to all holders of ADSs.
2. The price to be paid in the U.S. Offer for the Shares is NOK 35 per
Share, net to the seller in cash, without interest (the "SHARE OFFER
PRICE"), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Acceptance Form; provided, however,
that at the option of any holder of Shares tendered in the U.S. Offer, such
holder may elect to receive the U.S. Dollar equivalent of the Share Offer
Price for the holder's Shares.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Acceptance Form, stock transfer
taxes in respect of the purchase of the Shares pursuant to the U.S. Offer.
However, U.S. Federal income tax withholding at a rate of 31% may, under
certain circumstances, be required, unless an exemption is provided or
unless the required taxpayer identification information is provided. See
the Acceptance Form.
4. The U.S. Offer will expire at 12:00 midnight, New York City time,
on Thursday, February 10, 2000, unless extended.
5. Pursuant to Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended, within 10 business days after the date of the U.S.
Offer, NCL is required to provide NCL's securityholders a statement of
NCL's position with respect to the U.S. Offer.
6. Notwithstanding any other provision of the U.S. Offer, payment for
Shares tendered and accepted for payment pursuant to the U.S. Offer will be
made only after receipt by the Norway Receiving Agent before the Expiration
Time of a properly completed and executed Acceptance Form and any other
required documents.
7. In the event that at any time after completion of the Offers the
Offeror (together with Star and any other subsidiaries of Star) owns more
than 90% of the Shares then outstanding, the Offeror will have the right
under Norwegian law, and it currently intends, to take the steps necessary
to initiate and effect a compulsory acquisition for cash of any Securities
not already owned by the Offeror. The amount that will be payable in the
compulsory acquisition will be determined pursuant to Norwegian law and may
be more or less than the price payable in the U.S. Offer. See the Offer to
Purchase for further information.
In order for a holder of Shares to validly tender Shares pursuant to the
U.S. Offer, the Acceptance Form must be signed by the shareholder or an
authorized representative of such shareholder (and accompanied by
2
<PAGE> 3
proper evidence satisfactory to the Norway Receiving Agent of such
representative's authority) and delivered to the Norway Receiving Agent by mail
or hand delivery or by facsimile transmission before the Expiration Time. If the
account in the VPS to which such Shares are credited has been encumbered, the
person in whose favor such encumbrance has been granted must consent to the
transfer of the Shares free of any encumbrances by endorsing the Acceptance
Form.
The Offeror will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of ADSs pursuant to the U.S. Offer. The
Offeror will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients.
Requests for copies of the enclosed materials should be directed to Alfred
Berg Norge ASA, the manager of the International Offer, at its address and
telephone number set out on the back cover page of the Offer to Purchase.
Very truly yours,
Arrasas Limited
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF ARRASAS LIMITED, STAR CRUISES PLC, NCL HOLDING
ASA, DEN NORSKE BANK ASA, THE BANK OF NEW YORK, MACKENZIE PARTNERS, INC., ALFRED
BERG NORGE ASA OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE U.S. OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
The U.S. Offer is not being made to, nor will tenders be accepted from, or on
behalf of holders of Securities in any jurisdiction in which the making or
acceptance of the U.S. Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer
shall be deemed to be made on behalf of the Offerors by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
3
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING
ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE U.S. DOLLAR EQUIVALENT THEREOF FOR EACH
ORDINARY SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140 FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 13, 2000
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 10, 2000
UNLESS THE OFFER IS EXTENDED
January 13, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Arrasas Limited, an Isle of Man company (the "OFFEROR") and a wholly owned
subsidiary of Star Cruises PLC, an Isle of Man company ("STAR"), is making an
offer for all outstanding ordinary shares, nominal value NOK 2.30 each
("SHARES"), that are held by U.S. Persons ("U.S. PERSONS," as defined in
Regulation S under the Securities Act of 1933, as amended), and all outstanding
American Depositary Shares, each representing four Shares ("ADSS" and, together
with the Shares, the "SECURITIES"), of NCL Holding ASA, a Norwegian company
("NCL"), upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 13, 2000 (the "OFFER TO PURCHASE") and the related
Acceptance Form and Letter of Transmittal (which, as amended or supplemented
from time to time, together constitute the "U.S. OFFER"). The U.S. Offer is
being made to all holders of Shares who are U.S. Persons and to all holders of
ADSs. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold ADSs in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are copies
of the following documents:
1. The Offer to Purchase, dated January 13, 2000;
<PAGE> 2
2. The Letter of Transmittal to be used by holders of ADSs in
accepting the U.S. Offer, including Guidelines of the Internal Revenue
Service for Certification of Taxpayer Identification Number on Substitute
Form W-9;
3. The Notice of Guaranteed Delivery;
4. A printed form of letter that may be sent to your clients for
whose accounts you hold ADSs registered in your name, or in the name of
your nominee, with space provided for obtaining such clients' instructions
with regard to the U.S. Offer; and
5. Return envelope, addressed to The Bank of New York (the
"DEPOSITARY") for tendering ADSs.
SHARES CANNOT BE TENDERED BY MEANS OF THE ENCLOSED LETTER OF TRANSMITTAL
(WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF ADSS). IF YOU OR YOUR CLIENTS HOLD
SHARES, YOU SHOULD RECEIVE AN ACCEPTANCE FORM FOR TENDERING SUCH SHARES IN THE
U.S. OFFER, WHICH YOU CAN ALSO OBTAIN FROM ALFRED BERG NORGE ASA, THE MANAGER OF
THE INTERNATIONAL OFFER BY TELEPHONE AT 011 47 22 00 50 00 OR AT THE ADDRESS SET
FORTH IN THE OFFER TO PURCHASE.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
Please note the following:
1. The U.S. Offer is being made for all outstanding Shares held by
U.S. Persons and for all outstanding ADSs. The Offeror will, upon the terms
of the U.S. Offer, purchase the Shares and ADSs validly tendered and not
properly withdrawn before the Expiration Time. The U.S. Offer is open to
all holders of Shares who are U.S. Persons and to all holders of ADSs.
2. The price to be paid in the U.S. Offer for the ADSs is the U.S.
Dollar equivalent of NOK 140 per ADS, net to the seller in cash, without
interest (the "ADS OFFER PRICE"), upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of ADSs by the Offeror pursuant
to the U.S. Offer. However, U.S. federal income tax withholding at a rate
of 31% may be required, unless an exemption is provided or unless the
required taxpayer identification information is provided. See Instruction
12 of the Letter of Transmittal.
4. The U.S. Offer will expire at 12:00 midnight, New York City time,
on Thursday, February 10, 2000, unless extended.
5. Pursuant to Rule 14e-2 promulgated under the Securities Exchange
Act of 1934, as amended, within 10 business days after the date of the U.S.
Offer, NCL is required to provide NCL's securityholders a statement of
NCL's position with respect to the U.S. Offer.
6. Notwithstanding any other provision of the U.S. Offer, payment for
ADSs tendered and accepted for payment pursuant to the U.S. Offer will in
all cases be made only after receipt by the Depositary within the permitted
period of time of (i)(A) the American Depositary Receipts ("ADRS")
evidencing the tendered ADSs or (B) Book-Entry Confirmation (as defined in
the Offer to Purchase) of a book-entry transfer of such ADSs into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase), pursuant to the procedures set forth in the Offer to
Purchase, (ii)(A) the Letter of Transmittal (or a copy thereof) properly
completed and duly executed, with any required signature guarantees, or (B)
an Agent's Message (as defined in the Offer to Purchase) in connection with
a book-entry transfer and (iii) any other documents required by the Letter
of Transmittal.
7. In the event that at any time after completion of the Offers the
Offeror (together with Star and any other subsidiaries of Star) owns more
than 90% of the Shares then outstanding, the Offeror will have the right
under Norwegian law, and it currently intends, to take the steps necessary
to initiate and effect a compulsory acquisition for cash of any Securities
not already owned by the Offeror. The amount that will be payable in the
compulsory acquisition will be determined pursuant to Norwegian law and may
be more or less than the price payable in the U.S. Offer. See the Offer to
Purchase for further information.
2
<PAGE> 3
In order for ADSs to be validly tendered pursuant to the U.S. Offer, either
(i) the Letter of Transmittal (or a copy thereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry delivery of ADSs, and any other required documents,
must be received by the Depositary at one of its addresses set forth in the
Offer to Purchase before the Expiration Time and (A) the ADR certificates
evidencing tendered ADSs must be received by the Depositary along with the
Letter of Transmittal or (B) ADSs must be tendered pursuant to the procedure for
book-entry transfer described below and a Book-Entry Confirmation must be
received by the Depositary, in each case before the Expiration Time, or (ii) the
tendering holder must comply with the guaranteed delivery procedures described
in the Offer to Purchase.
If a holder of ADSs desires to tender ADSs pursuant to the U.S. Offer and
such holder's ADRs are not immediately available or such holder cannot deliver
the ADRs and all other required documents to the Depositary or complete the
procedures for book entry transfer before the Expiration Time, as the case may
be, such ADSs may nevertheless be tendered by meeting the conditions and
following the guaranteed delivery procedures set forth in the Offer to Purchase.
The Offeror will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of ADSs pursuant to the U.S. Offer. The
Offeror will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients.
Requests for copies of the enclosed materials should be directed to
MacKenzie Partners, Inc., the Information Agent, at its address and telephone
number set out on the back cover page of the Offer to Purchase.
Very truly yours,
Arrasas Limited
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF ARRASAS LIMITED, STAR CRUISES PLC, NCL HOLDING
ASA, DEN NORSKE BANK ASA, THE BANK OF NEW YORK, MACKENZIE PARTNERS, INC., ALFRED
BERG NORGE ASA OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE U.S. OFFER, OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
The U.S. Offer is not being made to, nor will tenders be accepted from, or on
behalf of holders of Securities in any jurisdiction in which the making or
acceptance of the U.S. Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer
shall be deemed to be made on behalf of the Offeror by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
3
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING
ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE U.S. DOLLAR EQUIVALENT THEREOF FOR EACH
ORDINARY SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140 FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 13, 2000
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 10, 2000 UNLESS THE OFFER IS EXTENDED
January 13, 2000
To our Clients:
Enclosed for your consideration are the Offer to Purchase, dated January
13, 2000 (the "OFFER TO PURCHASE"), and the related Acceptance Form (which, as
amended or supplemented from time to time, together constitute the "U.S. OFFER")
relating to the offer by Arrasas Limited, an Isle of Man company (the "OFFEROR")
and a wholly owned subsidiary of Star Cruises PLC, an Isle of Man company
("STAR"), for all outstanding ordinary shares, nominal value NOK 2.30 each
("SHARES"), that are held by U.S. Persons ("U.S. PERSONS," as defined in
Regulation S under the Securities Act of 1933, as amended), and all outstanding
American Depositary Shares, each representing four Shares ("ADSS" and, together
with the Shares, the "SECURITIES"), of NCL Holding ASA, a Norwegian company
("NCL"), upon the terms and subject to the conditions set forth in the Offer to
Purchase and Acceptance Form. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Offer to Purchase.
We are (or our nominee is) the holder of record of Shares held by us for
your account. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The Acceptance Form is furnished to
you for your information only and cannot be used by you to tender Shares held by
us for your account.
Accordingly, we request instruction as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the U.S. Offer.
ADSS CANNOT BE TENDERED BY MEANS OF THE ENCLOSED ACCEPTANCE FORM (WHICH IS
EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU HOLD ADSS, YOU SHOULD RECEIVE
A LETTER OF TRANSMITTAL FOR TENDERING SUCH ADSS INTO THE U.S.
<PAGE> 2
OFFER, WHICH YOU CAN ALSO OBTAIN FROM THE INFORMATION AGENT BY TELEPHONE
TOLL-FREE AT (800) 322-2885 OR COLLECT AT (212) 929-5500.
Please note the following:
1. The U.S. Offer is being made for all outstanding Shares held by
U.S. Persons and for all outstanding ADSs. The Offeror will, upon the terms
of the U.S. Offer, purchase the Shares and ADSs validly tendered and not
properly withdrawn before the Expiration Time. The U.S. Offer is open to
all holders of Shares who are U.S. Persons and to all holders of ADSs.
2. The price to be paid in the U.S. Offer for the Shares is NOK 35 per
Share, net to the seller in cash, without interest (the "SHARE OFFER
PRICE"), upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Acceptance Form; provided, however,
that at the option of any holder of Shares tendered in the U.S. Offer, such
holder may elect to receive the U.S. Dollar equivalent of the Share Offer
Price for the holder's Shares.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in the Acceptance Form, stock transfer
taxes in respect of the purchase of the Shares pursuant to the U.S. Offer.
However, U.S. Federal income tax withholding at a rate of 31% may, under
certain circumstances, be required, unless an exemption is provided or
unless the required taxpayer identification information is provided. See
the Acceptance Form.
4. The U.S. Offer will expire at 12:00 midnight, New York City time,
on Thursday, February 10, 2000, unless extended.
5. Pursuant to Rule 14e-2 promulgated under the Securities Exchange
Act of 1934, as amended, within 10 business days after the date of the U.S.
Offer, NCL is required to provide NCL's securityholders a statement of
NCL's position with respect to the U.S. Offer.
6. Notwithstanding any other provision of the U.S. Offer, payment for
Shares tendered and accepted for payment pursuant to the U.S. Offer will be
made only after receipt by the Norway Receiving Agent before the Expiration
Time of a properly completed and executed Acceptance Form and any other
required documents.
7. In the event that at any time after completion of the Offers the
Offeror (together with Star and any other subsidiaries of Star) owns more
than 90% of the Shares then outstanding, the Offeror will have the right
under Norwegian law, and it currently intends, to take the steps necessary
to initiate and effect a compulsory acquisition for cash of any Securities
not already owned by the Offeror. The amount that will be payable in the
compulsory acquisition will be determined pursuant to Norwegian law and may
be more or less than the price payable in the U.S. Offer. See the Offer to
Purchase for further information.
If you wish to have us tender any or all Shares held by us for your
account, please so instruct us by completing, executing and returning to us the
instruction form set forth herein. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified below. An envelope
to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL HAVE AMPLE TIME TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION TIME.
The U.S. Offer is not being made to, nor will tenders be accepted from, or
on behalf of holders of Shares in any jurisdiction in which the making or
acceptance of the U.S. Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer
shall be deemed to be made on behalf of the Offeror by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
2
<PAGE> 3
TENDERING INSTRUCTIONS FOR SHARES OF NCL HOLDING ASA
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase dated January 13, 2000, and the related Acceptance Form in connection
with the U.S. Offer by the Offeror to purchase all of the outstanding Shares
pursuant to the terms and conditions of the U.S. Offer.
This will instruct you to tender the number of Shares indicated below (of
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the Offer
to Purchase and the related Acceptance Form.
NUMBER OF SHARES TO BE TENDERED*:
---------------------------------------------
---------------------------------------------
SIGNATURE(S)
---------------------------------------------
PLEASE PRINT NAME(S)
---------------------------------------------
---------------------------------------------
---------------------------------------------
ADDRESS(ES)
---------------------------------------------
AREA CODE AND TELEPHONE NUMBER
---------------------------------------------
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
---------------------------------------------
DATE
- ---------------
* Unless otherwise indicated, it will be assumed that all your Shares are to be
tendered.
3
<PAGE> 1
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING
ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE U.S. DOLLAR EQUIVALENT THEREOF FOR EACH
ORDINARY SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140 FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 13, 2000
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 10, 2000
UNLESS THE OFFER IS EXTENDED
January 13, 2000
To our Clients:
Enclosed for your consideration are the Offer to Purchase, dated January
13, 2000 (the "OFFER TO PURCHASE"), and the related Letter of Transmittal and
Notice of Guaranteed Delivery (which, as amended or supplemented from time to
time, together constitute the "U.S. OFFER") relating to the offer by Arrasas
Limited, an Isle of Man company (the "OFFEROR") and a wholly owned subsidiary of
Star Cruises PLC, an Isle of Man company ("STAR"), for all outstanding ordinary
shares, nominal value NOK 2.30 each ("SHARES"), that are held by U.S. Persons
("U.S. PERSONS," as defined in Regulation S under the Securities Act of 1933, as
amended), and all outstanding American Depositary Shares, each representing four
Shares ("ADSS" and, together with the Shares, the "SECURITIES"), of NCL Holding
ASA, a Norwegian company ("NCL"), upon the terms and subject to the conditions
set forth in the Offer to Purchase and the related Letter of Transmittal.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Offer to Purchase.
We are (or our nominee is) the holder of record of ADSs held by us for your
account. A tender of such ADSs can be made only by us as the holder of record
and pursuant to your instructions. The Letter of Transmittal is being furnished
to you for your information only and cannot be used by you to tender ADSs held
by us for your account.
Accordingly, we request instruction as to whether you wish to have us
tender on your behalf any or all ADSs held by us for your account pursuant to
the terms and conditions set forth in the U.S. Offer.
SHARES CANNOT BE TENDERED BY MEANS OF THE ENCLOSED LETTER OF TRANSMITTAL
(WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF ADSS). IF YOU HOLD SHARES, YOU
SHOULD RECEIVE AN ACCEPTANCE FORM FOR TENDERING SUCH SHARES INTO THE U.S. OFFER,
WHICH YOU CAN ALSO OBTAIN FROM ALFRED BERG NORGE ASA, THE MANAGER OF THE
INTERNATIONAL OFFER, BY TELEPHONE AT 011 47 22 00 50 00.
<PAGE> 2
Please note the following:
1. The U.S. Offer is being made for all outstanding Shares held by
U.S. Persons and for all outstanding ADSs. The Offeror will, upon the terms
of the U.S. Offer, purchase the Shares and ADSs validly tendered and not
properly withdrawn before the Expiration Time. The U.S. Offer is open to
all holders of Shares who are U.S. Persons and to all holders of ADSs.
2. The price to be paid in the U.S. Offer for the ADSs is the U.S.
Dollar equivalent of NOK 140 per ADS, net to the seller in cash, without
interest (the "ADS OFFER PRICE"), upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal.
3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of ADSs by the Offeror pursuant
to the U.S. Offer. However, U.S. federal income tax withholding at a rate
of 31% may be required, unless an exemption is provided or unless the
required taxpayer identification information is provided. See Instruction
12 of the Letter of Transmittal.
4. The U.S. Offer will expire at 12:00 midnight, New York City time,
on Thursday, February 10, 2000, unless extended.
5. Pursuant to Rule 14e-2 promulgated under the Securities Exchange
Act of 1934, as amended, within 10 business days after the date of the U.S.
Offer, NCL is required to provide NCL's securityholders a statement of
NCL's position with respect to the U.S. Offer.
6. Notwithstanding any other provision of the U.S. Offer, payment for
ADSs tendered and accepted for payment pursuant to the U.S. Offer will in
all cases be made only after receipt by the Depositary within the permitted
period of time of (i)(A) the American Depositary Receipts ("ADRS")
evidencing the tendered ADSs or (B) Book-Entry Confirmation (as defined in
the Offer to Purchase) of a book-entry transfer of such ADSs into the
Depositary's account at the Book-Entry Transfer Facility (as defined in the
Offer to Purchase), pursuant to the procedures set forth in the Offer to
Purchase, (ii)(A) the Letter of Transmittal (or a copy thereof) properly
completed and duly executed, with any required signature guarantees, or (B)
an Agent's Message (as defined in the Offer to Purchase) in connection with
a book-entry transfer and (iii) any other documents required by the Letter
of Transmittal.
7. In the event that at any time after completion of the Offers the
Offeror (together with Star and any other subsidiaries of Star) owns more
than 90% of the Shares then outstanding, the Offeror will have the right
under Norwegian law, and it currently intends, to take the steps necessary
to initiate and effect a compulsory acquisition for cash of any Securities
not already owned by the Offeror. The amount that will be payable in the
compulsory acquisition will be determined pursuant to Norwegian law and may
be more or less than the price payable in the U.S. Offer. See the Offer to
Purchase for further information.
If you wish to have us tender any or all ADSs held by us for your account,
please so instruct us by completing, executing and returning to us the
instruction form set forth herein. If you authorize the tender of your ADSs, all
such ADSs will be tendered unless otherwise specified below. An envelope to
return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE
FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL HAVE AMPLE TIME TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION TIME.
The U.S. Offer is not being made to, nor will tenders be accepted from, or
on behalf of, holders of ADSs in any jurisdiction in which the making or
acceptance of the U.S. Offer would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the U.S. Offer to be made by a licensed broker or dealer, the U.S. Offer
shall be deemed to be made on behalf of the Offeror by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
2
<PAGE> 3
TENDERING INSTRUCTIONS FOR ADSS (EVIDENCED BY ADRS) OF NCL HOLDING ASA
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase dated January 13, 2000, and the related Letter of Transmittal and
Notice of Guaranteed Delivery in connection with the U.S. Offer.
This will instruct you to tender the number of ADSs indicated below (or if
no number is indicated below, all ADSs) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal.
NUMBER OF ADSS TO BE TENDERED*
---------------------------------------------
---------------------------------------------
SIGNATURE(S)
---------------------------------------------
PLEASE PRINT NAME(S)
---------------------------------------------
---------------------------------------------
---------------------------------------------
ADDRESS(ES)
---------------------------------------------
AREA CODE AND TELEPHONE NUMBER
---------------------------------------------
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
---------------------------------------------
DATE
- ---------------
* Unless otherwise indicated, it will be assumed that all your ADSs are to be
tendered.
3
<PAGE> 1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares or ADSs (each as defined below). The U.S. Offer (as defined
below) is made solely by the Offer to Purchase dated January 13, 2000, the
related Acceptance Form and Letter of Transmittal, and any amendments or
supplements thereto, and is being made for all outstanding Shares held by
U.S. Persons (as defined below) and all outstanding ADSs. The U.S. Offer
is not being made to (nor will tenders be accepted from or on behalf of)
holders of Shares or ADSs in any jurisdiction in which the making of
the U.S. Offer or the acceptance thereof would not be in compliance
with the laws of such jurisdiction. In any jurisdiction where the
securities, blue sky or other laws require the U.S. Offer to be
made by a licensed broker or dealer, the U.S. Offer will be
deemed to be made on behalf of the Offeror by one or more
registered brokers or dealers that are licensed under
the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING ORDINARY SHARES HELD BY U.S. PERSONS
AND
ALL OUTSTANDING AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FOUR ORDINARY SHARES)
OF
NCL HOLDING ASA
AT
NORWEGIAN KRONER ("NOK") 35 OR THE
U.S. DOLLAR EQUIVALENT THEREOF FOR EACH ORDINARY SHARE
AND
THE U.S. DOLLAR EQUIVALENT OF NOK 140
FOR EACH AMERICAN DEPOSITARY SHARE
BY
ARRASAS LIMITED
A WHOLLY OWNED SUBSIDIARY OF
STAR CRUISES PLC
PURSUANT TO THE OFFER TO PURCHASE DATED JANUARY 13, 2000
Arrasas Limited, an Isle of Man company (the "Offeror") and a wholly owned
subsidiary of Star Cruises PLC, an Isle of Man company ("Star"), is making an
offer to purchase all outstanding ordinary shares, nominal value NOK 2.30 each
("Shares"), that are held by U.S. Persons (as defined in the Offer to Purchase)
and all outstanding American Depositary Shares, each evidencing four Shares
("ADSs", and together with the Shares, the "Securities") of NCL Holding
ASA ("NCL"), a Norwegian company, at a price equal to NOK 35 per Share and NOK
140 per ADS, in each case net in cash to the seller, without interest, upon the
terms set forth in the Offer to Purchase dated January 13, 2000 (the "Offer to
Purchase") and in the related Acceptance Form and Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the "U.S.
Offer"). The U.S. Offer is being made to all holders of Shares who are U.S.
Persons and to all holders of ADSs.
THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, FEBRUARY 10, 2000, UNLESS THE OFFER IS EXTENDED.
The Offeror is making the U.S. Offer in conjunction with a concurrent offer
(the "International Offer", and, together with the U.S. Offer, the "Offers") for
all outstanding Shares that are held by non-U.S. Persons. U.S. Persons will not
be permitted to tender their Shares in the International Offer and non-U.S.
Persons will not be permitted to tender their Shares in the U.S. Offer. ADSs
(whether or not held by U.S. Persons) may be tendered only in the U.S. Offer.
The price to be paid in the U.S. Offer for the Shares is NOK 35 per Share,
net to the seller in cash without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Acceptance
Form, provided, however, that any holder of Shares tendered in the U.S. Offer
may elect to receive the U.S. dollar equivalent of NOK 35 per Share for such
holder's Shares in the manner set forth in the Offer to Purchase. With respect
to such payment, the Norway Receiving Agent (as defined below) will convert the
NOK payment received from the Offeror for tendered Shares into U.S. Dollars on
the spot market as soon as practicable after receipt thereof.
The price to be paid in the International Offer for Shares is NOK 35 per
Share, net to the seller in cash, without interest.
The price to be paid in the U.S. Offer for the ADSs is the U.S. Dollar
equivalent of NOK 140 per ADS, net to the seller in cash without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal. With respect to such payment, the
Depositary (as defined below) will convert the NOK payment received from the
Offeror for tendered ADSs into U.S. Dollars on the spot market as soon as
practicable after receipt thereof.
Tendering holders of Securities will not be obligated to pay brokerage fees
or commissions or, except as set forth in the Acceptance Form and in Instruction
6 of the Letter of Transmittal, stock transfer taxes, (including stamp duty) in
respect of the purchase of the Securities.
THERE ARE NO CONDITIONS TO THE OBLIGATIONS OF THE OFFEROR TO PURCHASE AND
PAY FOR SECURITIES VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN IN RESPONSE TO
THE U.S. OFFER.
The Offers are being made in order to comply with the mandatory offer
requirements of Norwegian law and applicable regulations of the Oslo Stock
Exchange (the "OSE"). These requirements apply to the Offeror because the
Offeror and related companies acquired in the aggregate, as of December 16,
1999, a number of Shares that caused their collective ownership to exceed 40% of
all Shares then outstanding.
The U.S. Offer will expire (the "Expiration Time") at midnight, New York
City time, on Thursday, February 10, 2000, unless and until the Offeror, in its
sole discretion, shall have extended the time during which the Offers are open,
in which event the term "Expiration Time" shall mean the latest time and date on
which the Offers, as so extended, shall expire. Subject to the applicable rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the OSE and to applicable law, the Offeror expressly reserves the right, in its
sole discretion, at any time or from time to time, to extend for any reason the
period of time during which the U.S. Offer is open or to amend the U.S. Offer,
by giving notice of such extension or amendment to the Norway Receiving Agent
and the Depositary and by making a public announcement thereof. During any such
extension, all Securities previously validly tendered and not properly withdrawn
will remain subject to the U.S. Offer, subject to the rights of a tendering
holder to withdraw tendered Securities.
For purposes of the U.S. Offer, the Offeror will be deemed to have accepted
for payment, and thereby purchased, Securities validly tendered and not properly
withdrawn if and when the Offeror gives oral or written notice to Den norske
Bank ASA (the "Norway Receiving Agent"), in the case of tendered Shares, or The
Bank of New York (the "Depositary"), in the case of tendered ADSs, of the
Offeror's acceptance for payment of such Securities pursuant to the U.S. Offer.
Upon the terms and subject to the conditions of the U.S. Offer, payment for
Securities accepted for payment pursuant to the U.S. Offer will be made by
deposit of the aggregate purchase price therefor with the Depositary or the
Norway Receiving Agent, as applicable, each of which will act as agent for the
tendering holders of Securities for the purpose of receiving payments from the
Offeror and transmitting such payments to the tendering holders. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SECURITIES BE PAID,
REGARDLESS OF ANY EXTENSION OF THE U.S. OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the U.S. Offer will be made only after receipt before the Expiration Time by
the Norway Receiving Agent of a properly completed and duly executed Acceptance
Form (or facsimile thereof) and any other required documents.
In all cases, payment for ADSs tendered and accepted for payment pursuant
to the U.S. Offer will be made only after receipt within the permitted time
period by the Depositary of (i) (A) the American Depositary Receipts ("ADRs")
which evidence such ADSs or (B) Book-Entry Confirmation (as defined in the Offer
to Purchase) of transfer of such ADSs into the Book-Entry Transfer Facility (as
defined below) pursuant to the procedures set forth in the Offer to Purchase,
(ii) (A) the Letter of Transmittal, properly completed and duly executed, with
any required signature guarantees, or (B) an Agent's Message (as defined in the
Offer to Purchase) in connection with a book-entry transfer and (iii) any other
documents required by the Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tendered Securities pursuant to any
of the procedures described in the Offer to Purchase will be determined by the
Offeror in its sole discretion and in accordance with Norwegian law.
Except as otherwise provided below and in the Offer to Purchase, tenders of
Securities are irrevocable. Tenders of Securities pursuant to the U.S. Offer may
be withdrawn in accordance with the procedures set forth in the Offer to
Purchase at any time before the Expiration Time and, unless previously accepted
for payment and paid for by the Offeror pursuant to the U.S. Offer, may also be
withdrawn at any time after March 12, 2000.
For a withdrawal of Shares to be effective, a written or facsimile
transmission notice of withdrawal for Shares must be received by the Norway
Receiving Agent before the Expiration Time at its address set forth in the Offer
to Purchase. Any such notice must specify the name of the Shareholder whose
Shares are to be withdrawn, the number of Shares to be withdrawn and the account
in the Verdipapirsentralen, the Norwegian Registry of Securities ("VPS") to
which the withdrawn Shares should be transferred. With respect to withdrawn
Shares, the Norway Receiving Agent will credit the withdrawing Shareholder's
account in the VPS with such withdrawn Shares.
For a withdrawal of ADSs to be effective, a written or facsimile
transmission notice of withdrawal for ADSs must be received by the Depositary
before the Expiration Time at one of its addresses set forth in the Offer to
Purchase. Any such notice must specify the name of the person who tendered the
ADSs to be withdrawn and (if ADRs have been tendered) the name of the registered
holder, if different from that of the person who tendered the ADSs evidenced by
such ADRs. If ADRs evidencing ADSs to be withdrawn have been delivered or
otherwise identified to the Depositary, then before the physical release of such
ADRs, the certificate numbers shown on the particular ADRs evidencing the ADSs
to be withdrawn must be submitted to the Depositary and the signature(s) on the
form of withdrawal must be guaranteed by an Eligible Institution (as defined in
the Offer to Purchase), unless interests in ADSs evidenced by ADRs have been
tendered for the account of an Eligible Institution. If ADSs evidenced by ADRs
to be withdrawn have been tendered pursuant to the procedures for book-entry
transfer set forth in the Offer to Purchase, any form of withdrawal must also
specify the name and number of the account at The Depositary Trust Company (the
"Book-Entry Transfer Facility") to be credited with the withdrawn ADSs, in which
case a notice of withdrawal will be effective if delivered to the Depositary
before the Expiration Time as provided in the Offer to Purchase.
Withdrawals of tenders of Securities may not be rescinded and any
Securities properly withdrawn will thereafter be deemed not validly tendered for
purposes of the U.S. Offer. However, the U.S. Offer may be accepted again in
respect of withdrawn Securities by the holder re-tendering those Securities by
following the procedures described in the Offer to Purchase at any time before
the Expiration Time.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
The VPS has provided the Offeror with VPS account lists and security
position listing, and The Bank of New York, the depositary under NCL's ADR
program, has been requested to provide the Offeror with a list of ADR holders
and security position listing for the purpose of disseminating the U.S. Offer to
holders of Securities. The Offer to Purchase and the related materials are being
mailed by the Offeror to holders of record of the Securities and are being
furnished by the Offeror to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on the
stockholder lists or who are listed as participants in a clearing agency's
security position listing, for transmittal to beneficial owners of Securities.
THE OFFER TO PURCHASE, ACCEPTANCE FORM AND LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE U.S. OFFER.
Questions and requests for assistance or copies of the Offer to Purchase,
the Acceptance Form, the Letter of Transmittal and related tender offer
materials may be directed to Alfred Berg Norge ASA, the manager of the
International Offer, in connection with the tender of Shares, and to MacKenzie
Partners, Inc., the Information Agent, in connection with the tender of ADSs, at
their respective addresses and telephone numbers set forth in the Offer to
Purchase. Such additional copies will be furnished at the Offeror's expense.
The Information Agent is:
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
<TABLE>
<S> <C>
The Manager of the International Offer is: The International Financial Advisor to Arrasas
Limited and Star Cruises PLC is:
ABN AMRO Asia Corporate
[ALFRED BERG LOGO]
ABN AMRO Finance Limited
Stortorvet 10 31st Floor, Edinburgh Tower
Postboks 483 Sentrum The Landmark, Central
N-0105 Oslo Hong Kong SAR
Norway Telephone: 011 852 2868 0368
Telephone: 011 47 22 00 50 00
</TABLE>
January 13, 2000
<PAGE> 1
PRESS RELEASE
For Immediate Release
STAR CRUISES BEGINS OFFER FOR NCL SHARES
January 13, 2000: Star Cruises PLC today commenced its previously-announced
offers to purchase all outstanding ordinary shares of NCL Holding ASA and all
outstanding NCL Holding American Depositary Shares (each representing four
ordinary shares) not owned by Star Cruises and related companies (the Star
Group) at a price of 35 Norwegian kronor (NOK) per share (140 NOK per American
Depositary Share).
The offers -- which involve a concurrent international offer for ordinary shares
held by non-U.S. persons and U.S. offer for ordinary shares held by U.S. persons
and American Depositary Shares -- are being made through Star Cruises'
subsidiary, Arrasas Limited, pursuant to the mandatory offer requirements of
Norwegian law.
The offer price of 35 NOK per share is equal to the highest price the Star Group
has previously paid to acquire any shares. It also represents a premium of over
40% to the 24.90 NOK closing share price on the Oslo Stock Exchange on December
1, 1999, the last trading day before Carnival Corporation's public announcement
that it intended to make a takeover offer for NCL shares and a premium of over
16.0% to the 30 NOK per share price in Carnival Corporation's now-lapsed offer.
The offers are not subject to any conditions and will remain open for acceptance
through February 10, 2000 (unless extended).
The Star Group currently owns approximately 49.9% of NCL's outstanding shares.
At Star Cruises' request, the Board of NCL Holding has announced it will convene
an extraordinary general meeting of NCL shareholders on February 4, 2000 to
elect a new board of directors.
For further information please contact:
<TABLE>
<CAPTION>
IN MALAYSIA: IN THE UNITED STATES:
<S> <C>
Jane Poh MacKenzie Partners, Inc.
Vice President, Corporate Communications Tel: 1-212-929-5500
Tel: 603-309-2526 Fax: 1-212-929-0308
Fax: 603-301-1479
</TABLE>
2
<PAGE> 2
NOTES FOR EDITORS:
1. Star Cruises PLC is listed in Luxembourg and traded in Singapore.
2. NCL Holding ASA is listed on the Oslo Stock Exchange and its ADS's are listed
on the New York Stock Exchange.
3
