TUI AG Acquires CP Ships

TUI AG, a Hanover, Germany-based corporation in the tourism and shipping businesses, acquired 89 per cent of common shares of CP Ships Ltd. pursuant to a takeover bid made August 30, 2005. On December 14, 2005, the shareholders of CP Ships approved an amalgamation transaction that will result in TUI owning 100 per cent of the common shares of CP Ships. The value of the entire transaction is US$2.1 billion. CP Ships also redeemed US$200 million of its 10 3/8 per cent senior notes due 2012 and made an offer to purchase US$200 million of its 4 per cent convertible subordinated notes due 2024.

CP Ships provides international container transportation in four key regional markets: TransAtlantic, Australasia, Latin America and Asia. TUI plans to integrate CP Ships into its other shipping subsidiary, Hapag-Lloyd, to create the world's fifth largest container shipping company.

TUI was represented by Blake, Cassels & Graydon LLP with a team led by Brian Westlake (corporate), that included Pam Hughes, Chris Hewat, Michael Gans, Chris Javornik, Jennifer Woo, Markus Viirland and Erica Young (securities), Bliss White, David Kruse and Paul Singh (corporate), Sam Principi (financial services), Ron Richler and Leslie Morgan (tax) and Rob Kwinter and Navin Joneja (competition). In the US and Europe, TUI was represented by Wilmer Cutler Pickering Hale and Dorr LLP with a team that included Ulrich Quack and Thomas Mueller (competition) and Erika Robinson, Thomas White and Jay Bothwick (securities).

CP Ships was represented by its senior vice-president, general counsel and secretary, John Baker, and corporate counsel, Elliot Hill. CP Ships was also advised by McCarthy Tétrault LLP with a team led by David Woollcombe that included Garth Girvan, Karl Tabbakh and Nathalie Forcier (securities), Yves Bériault and Yves Comtois (competition) and Jerald Wortsman, Jillian Welch and Gwen Watson (tax). Sidley Austin Brown & Wood LLP represented CP Ships in the US with a team led by Tom Thesing that included Paul Choi and Affan Arain (securities), Bob Wootton (tax) and Neil Ellis (competition). The Strategic Committee of the Board of Directors of CP Ships was represented by Bill Orr (corporate governance) and Geoff Clarke (securities and M&A) of Fasken Martineau DuMoulin LLP. The strategic committee retained NM Rothschild & Sons Canada Securities Ltd. as financial advisor. NM Rothschild & Sons was represented by Vitale Santoro and Christopher Main of Fraser Milner Casgrain LLP.

Ogilvy Renault LLP acted as Canadian counsel to the lenders to TUI, and as counsel to Citigroup in connection with Canadian merger and acquisitions matters with a team that included James Riley and Andrew Welsh (banking), Adrienne Oliver (tax), Dany Assaf (competition), Pierre Dagenais, Paul Fitzgerald and Ali Kermalli (securities) and Ruth Wahl (research).


Abbasali (Ali) Y. Kermalli