Royal Caribbean shareholder looks to Watson Farley for merger advice

Watson Farley & Williams is advising one of two key shareholders in Royal Caribbean on the cruise operator's merger talks with P&O Princess Cruises.
The firm has advised Norwegian shipping investment specialists Anders Wilhelmsen & Co and Royal Caribbean since 1980, and it was brought in specifically to advise on the merger. Norwegian law firm Wiersholm Mellbye & Bech is advising on local law.
The head of Watson Farley's international corporate group Jan Mellmann is leading the team for Wilhelmsen, which has a 24.1 per cent stake in Miami-based Royal Caribbean. The other key shareholder is Florida-based Cruise Associates, which has a 25 per cent shareholder stake in the company.
The merger suffered a setback last Tuesday (29 January) when the Department of Trade and Industry announced that it was referring the plans to the Office of Fair Trading for investigation. However, it is thought to be unlikely to affect the shareholders' vote when they decide on whether the merger should proceed on 14 February. If it goes ahead, the two cruise liners would have a 20 per cent share in the German market. The proposal, however, was cleared by the German competition authorities this month.

“We&#39ve been advising on Wilhelmsen&#39s position in the light of further announcements and tactically what to do”
Jan Mellmann, Watson Farley

The cruise operators' Southern European joint venture contains a hefty financial penalty – estimated to reach several hundred million pounds – if it breaks up before 1 January 2003.
Mellmann said: “More recently, we've been advising on Wilhelmsen's position in the light of further announcements and tactically what to do if things go in various directions.”
This includes advising Wilhelmsen on both its and Royal Caribbean's positions in relation to Carnival Cruises, which must revise its merger offer before 14 February.
Norwegian tax clearance has been obtained by Wilhelmsen after receiving advice from Mellmann and his Norwegian counterpart Erik Hirsch. Mellmann said this included advising on whether the deal could be seen as a disposal, which would therefore have made it subject to corporate gains tax.
Watson Farley has a longstanding association with Scandanavia, which is mainly due to its specialisms in shipping and offshore work.
Mellmann recently advised on the sale of the oil rig Pierce Field FPSO and related assets to Scandanavian companies Statoil, Bergesen and Navion, and the £4bn takeover offer of Oslo-listed Aker Maritime by Aker RGI.
Watson Farley was recently hit by the news that its Paris office is to merge with San Francisco-based Orrick Herrington & Sutcliffe (The Lawyer, 21 January). There are currently no lawyers leaving the London office, but at least two will depart from Watson Farley's New York office.
As a result the firm will lose a number of important clients, including Vivendi International, Renault, France Telecom and BNP Paribas.