Some Very Interesting Press Releases:

(commentary by Timothy Horrigan, February 22, 2006)






Here are some releases which shed light on the deal to sell several American seaports to the government of the United Arab Emirates. Basically, these documents indicate that the deal was finalized about the same time that an American executive of Dubai Ports World (a UAE government-controlled shipping company) was appointed to head the Maritime Administration of the US Department of Transportation. His name is David Sanborn. This all took place in January 2006.

This deal has attracted a lot of unfavorable attention. Some of the most scathing commentaries have come from former Reagan defense aide Frank Gaffney (who is definitely neither a libbie nor a peacenik.) He has spoken out on (amongst other places) the web site Military.com and on his own blog:


See also:

First, this press release was issued by Dubai Ports, the United Arab Emirates government-owned corporation which is trying to take over security at several American ports:

DP WORLD EXECUTIVE NOMINATED FOR PRESTIGIOUS US GOVT POSITION

Dubai, 24 January 2006: - Global ports operator DP World today welcomed news that one of its senior executives, Dave Sanborn, has been nominated by US President George W. Bush to serve as Maritime Administrator: a key transportation appointment reporting directly to Norman Mineta, the Secretary of Transportation and Cabinet Member.

The White House has issued a statement from Washington DC announcing the nomination. The confirmation process will begin in February.

Mr Sanborn currently holds the position of Director of Operations for Europe and Latin America for the Dubai-based company

Mohammed Sharaf, CEO, DP World said:
“While we are sorry to lose such an experienced and capable executive, it is exactly those qualities that will make Dave an effective administrator for MarAd.  We are proud of Dave’s selection and pleased that the Bush Administration found such a capable executive. We wish him all the best in his new role.”

Ted Bilkey, Chief Operating Officer, DP World said:
“Dave’s decades of experience in markets around the world, together with his passion for the industry and commitment to its development, will allow him to make a positive contribution to the work of the Maritime Administration. We wish him well for the future.”

Mr Sanborn, a graduate of The United States Merchant Maritime Academy, joined DP World in 2005. He previously held senior roles with shipping lines CMA-CGM (Americas), APL Ltd and Sea-Land and has been based, besides the US, in Brazil, Europe, Hong Kong and Dubai during his career.  He has also served in the US Naval Reserve.

Mr Sanborn is due to take up his new role based in Washington DC later in 2006.


-- ENDS --

For further information please contact:

Bell Pottinger Communications

Dubai:
Tom Mollo
+9714 367 2256  +9715 0550 4203
tmollo@bell-pottinger.co.uk

London:
Dan de Belder
+44 207 861 3232
ddebelder@bell-pottinger.co.uk

Notes for the editor:

DP World is a leading global port operator with a portfolio of operations in Asia, Australia, Europe, Latin America, and the Middle East.  The company has 22 container terminals in 15 countries. 

DP World is the result of the integration of Dubai Ports Authority (“DPA”) and DPI Terminals (“DPI”) in September 2005. This new entity continues the tremendous success of the DPA and DPI businesses, which have been at the forefront of Dubai's extraordinary transformation into one of the world's leading trade and commerce hubs. 

DP World manages the commercial and operational aspects of the port network, formerly developed and managed by DPA and DPI.

In 2005, the terminals operated by DP World handled an estimated 13 million TEU which include ports on five continents from the Americas to Asia.

DP World's unique cross-sector expertise offers solutions in all aspects of port operations, ultimately driving efficiency and financial returns for port users.  DP World will continue to provide the same high level of service that customers have come to expect. DP World continues to provide a superior level of service to shipping lines at its flagship domestic operations of Port Rashid and Jebel Ali which has been voted “Best Seaport in the Middle East” for 10 consecutive years. Dubai is ranked as the 10th largest port operation in the world and DP World is the 7th largest global operator. 

There are a number of significant projects in the pipeline that will strengthen the DP World network, including developments in Asia, Europe, and the Middle East.  In February 2005 an agreement with the Cochin Port Trust (CoPT) was signed to construct, develop and operate an international container transshipment terminal at Vallarpadam, Kochi, India.  It is the largest single operator container terminal currently planned in India and the first in the country to operate in a special economic zone. The new terminal will make Kochi a key centre in the shipping world reducing India’s dependence on foreign ports to handle transshipment.    

One cornerstone project, which underlines DP World’s position as a major player in Asia, is the development of Pusan Newport, South Korea. DP World has a 39.55% interest in and management contract for this 9-berth facility, which has a capacity of 5.5 million TEU. The first phase of this development was opened in January 2006.

In March 2005, DP World was awarded a 30 year concession to develop and operate the container terminal at the Port of Fujairah, in the UAE.  This was followed in July 2005 by the awarding of a management contract for Mina Zayed Port, Abu Dhabi.  These concessions will enable DP World to streamline operations at the major container facilities of the UAE, and further increase the choices available to its customers.  In June 2005 DP World was short listed as preferred bidder to operate the container terminal at the Port of Aden.

In November 2005 DP World also announced agreements to develop new container terminals at Yarimca, Turkey and Qingdao, China.

On 29 November 2005, DP World announced the terms of a recommended cash offer to acquire all of the issued and to be issued Deferred Stock of the P&O Group.  When completed, this deal will make DP World a top three global port operator.  

DP World also has interests in logistics businesses in Hong Kong and China, notably ATL, the market leading logistics operator based at Kwai Chung, Hong Kong.


original URL:

A week earlier, the White House issued this press release:


For Immediate Release
Office of the Press Secretary
January 17, 2006

Personnel Announcement

President George W. Bush today announced his intention to nominate ten individuals, appoint four individuals and designate one individual to serve in his Administration. He also recess appointed two individuals:

The President intends to nominate Richard A. Boucher, of New York, to be Assistant Secretary of State for South Asian Affairs. Ambassador Boucher is a career member of the Senior Foreign Service with the rank of Career Minister. He most recently served as Assistant Secretary of State for Public Affairs at the Department of State. Prior to this, he served as the United States Senior Official for the Asia-Pacific Economic Cooperation (APEC) forum. Ambassador Boucher served as U.S. Ambassador to Cyprus and Consul General in Hong Kong. Earlier in his career, he served as Deputy Principal Officer in Shanghai, China. Ambassador Boucher received his bachelor's degree from Tufts University.

The President intends to nominate Tyler D. Duvall, of Virginia, to be Assistant Secretary of Transportation (Transportation Policy). Mr. Duvall currently serves as Deputy Assistant Secretary for Transportation Policy. Prior to this, he served as Special Assistant to the Assistant Secretary for Transportation Policy. Earlier in his career, Mr. Duvall was a business and finance associate at Hogan & Hartson LLP. Mr. Duvall received his bachelor's degree from Washington & Lee University and his JD from the University of Virginia.

The President intends to nominate Preston M. Geren, of Texas, to be Under Secretary of the Army. Mr. Geren currently serves as Special Assistant to the Secretary of Defense. Prior to this, he served as Acting Secretary of the Air Force and as Special Assistant to the Secretary of Defense. Earlier in his career, Mr. Geren served as a Member of the United States House of Representatives. Mr. Geren received his bachelor's degree and JD from the University of Texas at Austin.

The President intends to nominate James B. Gulliford, of Missouri, to be Assistant Administrator for Toxic Substances at the Environmental Protection Agency. Mr. Gulliford currently serves as Regional Administrator for Region 7 at the Environmental Protection Agency. Prior to this, he served as Director for the Iowa Department of Agriculture and Land Stewardship, Division of Soil Conservation. Earlier in his career, Mr. Gulliford served as Director for the Iowa Department of Soil Conservation. Mr. Gulliford received both his bachelor's and master's degrees from Iowa State University.

The President intends to nominate Roger Shane Karr, of the District of Columbia, to be Assistant Secretary of Transportation (Governmental Affairs). Mr. Karr currently serves as Deputy Chief of Staff for the Department of Transportation. Prior to this, he served as Deputy Assistant Secretary of Transportation for Governmental Affairs. He also served as Manager for Regulatory Affairs for the American Association of Airport Executives. Earlier in his career, Mr. Karr served as Legislative Assistant for American Airlines. Mr. Karr received his bachelor's degree from Texas Christian University and his master's degree from Temple University. He went on to receive his JD from Georgetown University.

The President intends to nominate Nicole R. Nason, of Virginia, to be Administrator of the National Highway Traffic Safety Administration at the Department of Transportation. Ms. Nason currently serves as Assistant Secretary of Transportation for Governmental Affairs. Prior to this, she served as Assistant Commissioner for the Office of Congressional Affairs for the United States Customs Service. Ms. Nason also served as Communications Director and Counsel to Representative Porter J. Goss. Earlier in her career, she served as Governmental Affairs Counsel at Metropolitan Life Insurance Company. Ms. Nason received her bachelor's degree from the American University and her JD from Case Western Reserve.

The President intends to nominate David L. Norquist, of Virginia, to be Chief Financial Officer at the Department of Homeland Security. Mr. Norquist currently serves as Deputy Under Secretary of Defense (Budget and Appropriations Affairs). Prior to this, he served as Acting Principal Deputy Under Secretary of Defense (Comptroller), as well as Deputy Under Secretary of Defense (Financial Management). Earlier in his career, Mr. Norquist served on the professional staff of the House Appropriations Committee. Mr. Norquist received his bachelor's degree and master's degree from the University of Michigan. He went on to receive a second master's degree from Georgetown University.

The President intends to nominate David C. Sanborn, of Virginia, to be Administrator of the Maritime Administration of the Department of Transportation. Mr. Sanborn currently serves as Director of Operations for Europe and Latin America at DP World. Prior to this, he served as Senior Vice President for North America Service Delivery at CMA-CGM (America) LLC. Mr. Sanborn also served as Vice President for Network-Operations for American President Lines, Pte. Ltd. Earlier in his career, he served as Director for Operations for Sea-Land Service, Inc. Mr. Sanborn is a retired Lieutenant Junior Grade for the United States Naval Reserve. He received his bachelor's degree from the United States Merchant Marine Academy.

The President intends to nominate James S. Simpson, of New York, to be Federal Transit Administrator at the Department of Transportation. Mr. Simpson is currently Chairman and Chief Executive Officer of Victory Worldwide Transportation. Prior to this, he was the company's Vice President. Earlier in his career, Mr. Simpson served as a Commissioner of the New York State Metropolitan Transportation Authority. Mr. Simpson received his bachelor's degree from St. John's University.

The President intends to nominate Ben S. Bernanke, of New Jersey, to be United States Alternate Governor of the International Monetary Fund, for the remainder of a five-year term expiring October 4, 2009.

The President intends to appoint John N. Etchart, of Montana, to be a Member of the Advisory Board of the National Air and Space Museum. The President intends to appoint the following individuals to be Members of the Board of Governors of the United Service Organization, Incorporated (USO), for terms of three years:

Valencia Campbell, of Maryland

Raymond Paul Caldiero, of Connecticut

James T. Dyke, Jr., of South Carolina

The President intends to designate David L. Dunn, of Texas, to be Acting Under Secretary of Education.

The President recess appointed C. Boyden Gray, of the District of Columbia, to be the Representative of the United States of America to the European Union, with the Rank and Status of Ambassador Extraordinary and Plenipotentiary.

The President recess appointed Dennis P. Walsh, of Maryland, to be a Member of the National Labor Relations Board.

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As soon as Sanborn was nominated, DP World announced that they had reached a deal to buy several US seaports. This is the deal which became controversial in February 2006:

Increased recommended cash offer by DP World for The Peninsular and Oriental Steam Navigation Company ("P&O")

The increased recommended cash offer is a revision to the terms of the original recommended proposals in respect of the Deferred Stock (the "Revised Proposals"). With the exception of the price and the timetable, the Revised Proposals are subject to the same terms and conditions which apply to the Deferred Scheme as set out in the document posted to P&O Stockholders on 20 December 2005 (the "Scheme Document").

However, each of the conditions other than those relating to Stockholder approval and Court sanction of the Offer have now been satisfied, or where relevant, waived. The Revised Proposals are therefore unconditional as to regulatory consents. The existing inducement fee arrangements as described in the Scheme Document will continue.

The proposals to Concessionary Stockholders and Preferred Stockholders contained in the Scheme Document remain unchanged.

The P&O Directors have agreed not to propose any adjournment of any of the Meetings unless a third party has announced a firm intention to make an offer for all of the Deferred Stock at a price of more than 546 pence per unit of Deferred Stock.

The P&O Directors, who have been so advised by Citigroup Global Markets Limited ("Citigroup") and NM Rothschild & Sons Limited ("Rothschild"), consider the terms of the Revised Proposals to be fair and reasonable. In providing advice to the P&O Directors, Citigroup and Rothschild have taken into account the commercial assessment of the P&O Directors.

The P&O Directors have withdrawn their recommendation of  the offer by PSA which was announced on 26 January 2006 and unanimously recommend that P&O Stockholders vote in favour of the Revised Proposals at the Meetings which are now scheduled to take place on 13 February.

A circular containing further details of the Revised Proposals and a letter giving notice of the adjourned Meetings are expected to be sent to P&O Stockholders shortly.

Terms defined in the Scheme Document have the same meanings in this announcement.

Enquiries

DP World 
Sultan Ahmed Bin Sulayem
Mohammad Sharaf
                       
Telephone Dubai: +971 4 881 1110
Telephone London: +44 20 7861 3232

P&O 
Sir John Parker
Nick Luff
                       
Telephone: +44 20 7404 5959

Deutsche Bank
(Financial adviser and corporate broker to DP World)
Mark Preston
Jeremy Lucas
James Agnew (Corporate Broking)

Telephone: +44 20 7545 8000

Citigroup
(Financial adviser and corporate broker to P&O)
Robert Swannell
Peter Tague
Wendell Brooks
David Plowman
David James (Corporate Broking)
Simon Alexander (Corporate Broking)

Telephone: +44 20 7986 4000

Rothschild
(Financial adviser to P&O)                       
Nigel Higgins
Crispin Wright

Telephone: +44 20 7280 5000

Morgan Stanley
(Corporate broker to P&O)
Nick Wiles
Tim Pratelli

Telephone: +44 20 7425 8000
 
Bell Pottinger Corporate & Financial
(Public relations adviser to DP World)
Stephen Benzikie (London)
Tom Mollo (Dubai)
                       
Telephone London: +44 20 7861 3232
Telephone Dubai: +971 50 550 4203

Brunswick Group
(Public relations adviser to P&O)
Sophie Fitton
Kate Miller
                        
Telephone: +44 20 7404 5959

Deutsche Bank AG ("Deutsche") is acting  as financial adviser and corporate broker to the Offeror and  no one else in connection with the Revised Proposals and will not be responsible to any other person for providing the protections afforded to clients of Deutsche or for providing advice in relation to the Revised Proposals or any other matters referred to in this announcement.

Citigroup Global Markets Limited ("Citigroup") is acting as financial adviser and corporate broker to P&O and no one else in connection with the Revised Proposals and will not be responsible to any other person for providing the protections afforded to clients of Citigroup or for providing advice in relation to the Revised Proposals or any other matters referred to in this announcement.

N M Rothschild & Sons Limited ("Rothschild") is acting as financial adviser to P&O and no one else in connection with the Revised Proposals and will not be responsible to any other person for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Revised Proposals or any other matters referred to in this announcement.

Morgan Stanley & Co Limited ("Morgan Stanley") is acting as corporate broker to P&O and no one else in connection with the Revised Proposals and will not be responsible to any other person for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Revised Proposals or any other matters referred to in this announcement.

This announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.

The availability of the Loan Notes under the terms of the Scheme (or, if the Revised Proposals are implemented by way of the Takeover Offer, of the Takeover Offer) to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Loan Notes to be issued to Deferred Stockholders under the Revised Proposals  have not been, and will not be, listed on any stock exchange and have not been and will not be registered under the US Securities Act of 1933, as amended, or under any relevant securities laws of any state or other jurisdiction of the United States, or under the relevant securities laws of Canada, Australia, Japan or any other jurisdiction.  Accordingly, unless an exemption under such relevant laws is available, Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of Canada, Australia, Japan or any other such jurisdiction.

Whether or not a Deferred Stockholder's stock units are voted at any Court Meeting or the Extraordinary General Meeting, if the Scheme becomes effective, those stock units will be acquired pursuant to the Scheme and Deferred Stockholders will, subject to the Loan Note Alternative, receive a payment of 520 pence in cash for every stock unit.

Persons receiving copies of this announcement or any other documents relating to the Revised Proposals whether made pursuant to the Scheme or any Takeover Offer (including, without limitation, nominees, trustees and custodians) should observe these restrictions and must not mail or otherwise forward, distribute or send such documents in, into or from Canada or Japan in violation of these restrictions and applicable laws.  Doing so could, among other things, invalidate any related purported acceptance of the Takeover Offer.  The Takeover Offer would be made in accordance with the requirements of the Code. 

None of Deutsche, Citigroup, Rothschild or Morgan Stanley, or any of their respective affiliates, is making an offer under the Revised Proposals (whether by Scheme or Takeover Offer) in the United States.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of P&O, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction.  This requirement will continue until the date on which the Scheme becomes effective or is withdrawn (or, if applicable, the Takeover Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn) or on which the "offer period" otherwise ends.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of P&O, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of P&O, by P&O or the Offeror, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.  In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

Forward Looking Statements

This announcement contains statements about DP World, the Offeror and P&O that are or may be forward looking statements.  All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of similar substance or the negative thereof are forward-looking statements.  Forward-looking statements include statements relating to the following (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of DP World's, the Offeror's or P&O's operations and potential synergies resulting from the Revised Proposals; and (iii) the effects of government regulation on DP World, the Offeror's or P&O's business.

These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of DP World, the Offeror or of P&O. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to DP World, the Offeror or P&O or any of their members or any persons acting on their behalf are expressly qualified in their entirety by the Cautionary Statement above. All forward-looking statements included in this announcement are based on information available to us on the date hereof. Investors should not place undue reliance on such forward-looking statements, and neither DP World, the Offeror nor P&O undertakes any obligation to update publicly or revise any forward-looking statements.

Original URL:

http://www.dpiterminals.com/fullnews.asp?NewsID=40


The Forgotten Liars

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