2005-2006

The Maersk takeover

The following has been drawn together using the formal press announcements which are still available on the internet, with notes added as appropriate. These notes (which are in italics) are based on the personal recollections of some of the people involved, and should not be given any official standing).

Note: It has been said that Maersk had established a 'war room' at the time of the Royal P&O Nedlloyd stock-exchange listing and had been analysing the business and closely monitoring the movements of its rival's share price. There had been rumours that something was happening for some weeks before the official announcements, but the preparations that were being made for the takeover by the senior management at A.P.Moller-Maersk, Royal P&O Nedlloyd and P&O S.N.Co were kept a remarkably closely-guarded secret.

10 May 2005: A.P Moller-Maersk confirms that it is in discussion with Royal P&O Nedlloyd regarding a "possible combination of the companies".

11 May 2005: A.P.Moller-Maersk confirms that it intends to make a conditional public offer for the entire share capital of Royal P&O Nedlloyd at a price of EUR 57 per share, valuing the company at EUR 2.3 billion. Maersk describes P&O Nedlloyd as "the world's 3rd to 4th largest container shipping business".

10 June 2005: A.P.Moller-Maersk confirms that it has secured 1.2% of the shareholding and makes a conditional public offer for the entire share capital of Royal P&O Nedlloyd. J.P. Morgan, acting as financial advisor for the board of Royal P&O Nedlloyd NV has stated that the offer price from a financial point of view is fair to the shareholders of Royal P&O Nedlloyd, and the board of directors of Royal P&O Nedlloyd unanimously recommends the offer.

16 June 2005: A.P. Moller-Mærsk agrees to purchase 3,319,125 shares in Royal P&O Nedlloyd from Fidelity, equivalent to 8.2% of the total shareholding.

17 June 2005: A.P.Moller-Maersk announces that it has reached agreement with an investor in Royal P&O Nedlloyd to purchase a further 2,000,000 shares, equivalent to 5%.

21 June 2005: A.P.Moller-Maersk announces that it has reached an agreement with an investor to purchase a further 1,963,979 shares in Royal P&O Nedlloyd, equivalent to 4.8%.

29 June 2005: A.P. Moller-Maersk announces that P&O Steam Navigation Company has sold 6,095,363 shares in Royal P&O Nedlloyd to Danske bank (15 % of the share capital) and 4,063,575 shares to Nordea Bank Danmark (10 % of the share capital). This deal was part of an arrangement whereby A.P.Moller-Maersk entered into agreements with Danske Bank and Nordea Bank Danmark on call and put options regarding the same interests

21 July 2005: The A.P.Moller-Maersk offer to purchase P&O Nedlloyd discussed at Extraordinary General meeting of Royal P&O Nedlloyd.

30 July 2005: A.P.Moller-Maersk confirms that it has received regulatory approval from the European Commission and the United States Department of Justice for the takeover of Royal P&O Nedlloyd. To secure this clearance, Maersk had had to agree to sell on P&O Nedlloyd's Europe-Southern African trade service and to withdraw from certain shipping conferences where it had not previously been a member.

05 August 2005: A.P. Moller-Mærsk confirms that it has secured 95.6 % of the shares in Royal P&O Nedlloyd.

09 August 2005: A.P.Moller-Maersk announces an unconditional offer to purchase the remaining shares in P&O Nedlloyd at EUR 57.00 per share.

11 August 2005: A.P.Moller-Maersk makes the following statement:

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A. P. Møller - Mærsk A/S is pleased to announce that the acquisition of Royal P&O Nedlloyd N.V. is being completed today. All conditions to the offer have been fulfilled and payment for the tendered shares will be made today.

Management

Philip Green, Royal P&O Nedlloyd CEO, and David Robbie, Royal P&O Nedlloyd CFO, will step down. Philip Green will assist and work with A. P. Møller - Mærsk A/S for a period during the integration. David Robbie has decided to leave shortly after settlement.

Eric Sisco, current Managing Director of Maersk España S.A. and Area Manager of Maersk’s Iberia and Morocco Area (Spain, Portugal, and Morocco), will assume the position as CEO of Royal P&O Nedlloyd N.V.

Commercial arrangements

P&O Nedlloyd will give notice of withdrawal to specified consortia and conferences shortly. Until February 2006 P&O Nedlloyd and Maersk Sealand will continue to operate as separate shipping lines. This is to offer customers stability of network and services throughout the coming peak season, to keep services and network intact throughout this year, and to honour P&O Nedlloyd’s commitments to various conferences and consortia.

Brand name

After February 2006, Maersk Sealand and P&O Nedlloyd will be branded under the new name of Maersk Line. Maersk Logistics and P&O Nedlloyd Logistics will be integrated under the brand name of Maersk Logistics.

The full integration will be completed in stages and is expected to be completed by the end of 2006.

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Note: Although the P&O Nedlloyd brand name did not disappear until 2006, changes started to be made from August 2005 onwards. The process of renaming vessels commenced, and the two organisations started to come together. Working groups were to set up at both global and regional levels, and many London and Rotterdam based staff found themselves regularly visiting the Maersk HQ in Copenhagen. The method adopted for the latter varied from country to country and office by office, but it is important to note that office closures and job losses occurred on the Maersk side as well as P&O Nedlloyd.

18 November 2005: MOL announce that they have purchased P&O Nedlloyd's Europe-Southern African trade operations from A.P.Moller Maersk.

February 2006: "P&O Nedlloyd" withdrawn as the operating name for the products and services previously provided by the company of that name.

30 April 2006: The formal date that the name "P&O Nedlloyd" could no longer be used (A.P.Moller-Maersk having reached agreement with P&O SNCo on where the name and logo could and could not appear on ships, containers, offices, documentation, etc).