Norwegian to acquire Prestige Cruises for over $3 billion

SEPTEMBER 3, 2014 — Norwegian Cruise Line Holdings Ltd. (NASDAQ: NCLH) has entered into a definitive agreement to acquire Prestige Cruises International, Inc., parent company of Oceania Cruises and Regent Seven Seas Cruises, in a cash and stock deal valued at $3.025 billion, including the assumption of debt.

“The acquisition of Prestige represents an extraordinary opportunity for Norwegian Cruise Line to expand our market presence by adding two established, award-winning brands in the upscale cruise segment with loyal followings,” said Kevin Sheehan, Norwegian Cruise Line’s CEO. “Not only does this acquisition immediately enhance our financial performance, but it also deepens the bench of talent that we have been developing over the years. Our complementary strengths and skill sets will pave the way for new cross-selling opportunities, cross-brand collaboration, cross-business support, as well as joint partnerships which, coupled with meaningful synergies that can be quickly implemented, will provide solid accretion to earnings per share and drive long-term shareholder value.”

“We are excited to become part of the Norwegian family and start a new chapter for our company,” said Frank Del Rio, chairman and CEO of Prestige. “With Oceania and Regent, we have built iconic brands with distinctive product offerings and strong customer loyalty. The combination is very compelling and will allow us to further enhance our renowned guest experience. We are looking forward to joining the Norwegian team and building upon the success that our three brands have already achieved.”

Mr. Del Rio will remain chief executive officer of Prestige, which operates eight ships and approximately 6,500 berths under two segment-leading brands.

Oceania Cruises is a market leader in the upper-premium cruise segment with five ships offering destination-oriented cruise vacations to more than 330 ports around the globe.

Regent Seven Seas Cruises is a market leader in the luxury cruise segment and operates three award-winning, all-suite ships, with an additional ship on order at shipbuilder Fincantieri for delivery in summer 2016.

“The combination of three distinct brands, each serving a different market segment, under one umbrella immediately creates an industry-leading cruise operator with an unmatched growth trajectory and a portfolio of products that allows us to appeal to guests at every stage of their life cycle,” said Mr. Sheehan. “We are fully committed to retaining the brand propositions, guest experiences and cultures of the Norwegian, Oceania and Regent brands that have allowed each to realize such success.”

Norwegian will finance the acquisition with existing cash, new and existing debt facilities and the issuance of approximately 20.3 million shares of its common stock. Pursuant to the requirements of NASDAQ Rule 5635, holders of a majority of Norwegian’s common stock have consented to the issuance of such shares.