[NOL LOGO] [APL LOGO]
456 Alexandra Road 1111 Broadway
#06-00 NOL Building Oakland, CA 94607
Singapore 119962 USA
FOR RELEASE
NEPTUNE ORIENT LINES LTD TO ACQUIRE APL LIMITED
FOR $33.50 PER SHARE
San Francisco, Calif., April 13, 1997 -- Neptune Orient Lines
LTD (NOL) and APL Limited (APL), two leading container carri-
ers, today announced that they have signed a definitive merger
agreement under which APL will become a wholly owned subsidiary
of NOL. Under the terms of the agreement, NOL will acquire all
24.6 million outstanding shares of APL stock at $33.50 per
share. The transaction is valued at approximately $825 mil-
lion, and the Board of Directors of each company have unani-
mously approved the transaction. NOL is listed on the Stock
Exchange of Singapore, and APL is listed on the New York Stock
Exchange and Pacific Stock Exchange.
"The future of the shipping industry belongs to those who have
a global vision, and the strategy and critical mass to realize
that vision," said Mr. Timothy J. Rhein, President and CEO of
APL. "This combination of the complementary APL and NOL route
systems, service organizations and intermodal assets creates a
global container line with resources to provide customers com-
prehensive and efficient worldwide shipping services."
"Moreover," he added, "this merger in no way lessens APL's com-
mitment to the U.S. flag and American seafaring labor as part
of our commitment to the Maritime Security Program (MSP) and
the VISA program. Consistent with U.S. maritime policy, we
fully expect to ensure the continued availability of U.S.-
flagged and crewed ships as well as all the network resources
of APL for participation in these programs."
NOL and APL will operate a total fleet of 113 vessels, includ-
ing 76 container ships with a total of about 200,000 TEUs in
vessel capacity. APL is a leader in the trans-Pacific and
intra-Asia trades, while NOL is very strong in the Europe-Far
East trade, as well as the Far East to U.S. trade via the At-
lantic. The combined revenues exceed $4.0 billion, which ranks
NOL/APL among the largest shipping companies in the world.
Following the merger, APL will retain its name and brand in the
marketplace. It will continue its transportation operations,
headed by its existing management in Oakland, CA.
"We expect both companies to realize significant cost savings
of at least $130 million annually from the consolidation of
certain operations and improved efficiencies, including en-
hanced network optimization, streamlined information technology
systems, improved box utilization, lowered inland costs and
reduced terminal expenses," said Mr. Lua Cheng Eng, Deputy
Chairman and CEO of NOL. "APL will be strengthened by the ad-
dition of NOL's North American service operations to APL's
industry-leading trans-Pacific container liner business," he
said.
"We intend to invite Mr. Tim Rhein to join NOL's Board," Mr.
Lua said.
Mr. Lua noted that close economic and security relations have
long existed between Singapore and the United States. Under a
1990 Memorandum of Understanding, Singapore provides important
support, including leasing facilities to U.S. forces in the
region. Several of NOL's vessels were chartered to the U.S.
government for sealift support during Operation Desert Storm.
The Board of Directors of APL will recommend that APL share-
holders approve the acquisition at a shareholder meeting to be
held later. Aside from this shareholder approval, the merger
is subject to customary conditions, including review under the
Hart-Scott-Rodino Antitrust Improvements Act and the Exon-
Florio Amendment, as well as the approval of the U.S. Maritime
Administration. The parties expect to consummate the transac-
tion in the fall of 1997, following regulatory approvals.
NOL's purchase of APL will be funded by existing lines of
credit from commercial banks and internal resources.
NOL is being advised by Goldman, Sachs & Co., while APL is be-
ing advised by J.P. Morgan & Co. Incorporated.
APL provides worldwide container transportation and logistics
through an integrated network combining high-quality intermodal
services with state-of-the-art information technology.
NOL is a total global transportation company with diverse
transport-related activities, but shipping is its core busi-
ness.
-2-
Contacts: NOL APL
April 13 Only Dale Leibach John Pachtner
(415) 393-7717 Michael Kehs
(415) 393-7732 (415) 393-7717
or 7732
After April 13 Dale Leibach John Pachtner
(202) 434-8565 (510) 272-7208
Michael Kehs
(415) 764-1379
-3-
[NOL LOGO] [APL LOGO]
456 Alexandra Road 1111 Broadway
#08-00 NOL Building Oakland, CA 94607
Singapore 119962 USA
KEY INFORMATION ABOUT NEPTUNE ORIENT LINES LTD AND APL LIMITED
NOL APL
----------------------------- ---------------------------
Stock Exchanges Stock Exchange of Singapore New York Stock
Also traded OTC in NY via Pacific Stock Exchange
ADRs (NTOLY), Frankfurt
and London Exchange
Headquarters Singapore Oakland, CA USA
No. of Ordinary Shares 722.3 m 24.6 m
(as of April 4, 1997)
Total Assets* S$3.77 b (US$2.66 b) US$1.88 b (S$2.66 b)
Total Revenues* S$1.93 b (US$1.36 b) US$2.74 b (S$3.88 b)
Revenue Breakdown* Liner (77%) S$1.49 (US$1.05) Container
($ in billions) Chartering S$0.33 (US$0.23) Transportation US$2.36
(17%) (86.1%) (S$3.34)
Others (6%) S$0.11 (US$0.08) Logistics Services
& Others US$0.38
(13.9%) (S$0.54)
Existing Ship Fleet No. of No. of
Type Ships Type Ships
---- ------ ---- ------
Container 36 (83,700 TEU) Container 40 (84,200 TEU)
Tanker 30 (2,069,616 Dwt)
Bulk Carrier 7 (387,338 Dwt)
Ship Fleet on Order No. of
Type Ships
---- ------
Container 10 (33,324 TEU)
Tanker 2 (214,000 Dwt)
Bulk Carrier 2 (145,400 Dwt)
1996 Container Volume* 746,000 TEU 1,016,000 TEU
Container Liner Services Trade Route Frequency Trade Route Frequency
----------- --------- ----------- ---------
trans-Pacific 5x weekly trans-Pacific 6x weekly
Asia-Europe 4x weekly Asia-Europe 3x weekly
Atlantic 1x weekly Latin America 2x weekly
Australia 1x weekly (plus a comprehensive intra-
(plus a comprehensive intra- Asia service network)
Asia service network)
Other Businesses Operates fleet of tankers Operates marine terminals
and bulk carriers; container in Los Angeles, Seattle,
berths and terminals in Oakland, Kaohsiung,
Bangkok and Ho Chi Minh City; Yokohama, Kobe, Dutch
integrated warehousing, Harbor; inland terminals
distribution and land in Chicago, Atlanta,
transportation services; South Kearny, Columbus;
ship management and bunkering largest North American
services; property investments stacktrain network;
integrated freight
logistics services;
freight brokerage and
consolidation services
Number of Employees
Worldwide* 4,800 4,000
--------------------
* At year end 31 December, 1996.