A.P. Møller - Mærsk A/S and the management of Royal P&O Nedlloyd NV have reached agreement on the terms for a conditional public offer for the entire ordinary share capital in Royal P&O Nedlloyd NV. The intended offer corresponds to a purchase price for the entire share capital of approx. EUR 2.3 billion.

The Board of Directors of Royal P&O Nedlloyd NV recommends their shareholders to accept the intended Offer and both groups expect to reach definitive agreement on the intended offer over the next weeks.

Submission of the offer will amongst other depend on the outcome of a limited due diligence. Acceptance by holders of at least 70% of the share capital of Royal P&O Nedlloyd NV will be a necessary prerequisite for a subsequent takeover as will approval by the competition authorities.

Commenting on the proposed Offer, Knud E. Stubkjær CEO of Maersk Sealand and Partner of A.P. Møller, said: "A combination of P&O Nedlloyd and the Maersk container business will create new and exciting opportunities in global commerce. World trade is expanding and efficient supply chain management is
becoming even more important for businesses. By drawing upon the best skills and experience from both organizations, we will be able to offer an even greater proposition to our customers worldwide.

Andrew Land, Chairman of P&O Nedlloyd said: "We believe these two highly complementary businesses will achieve far more together than apart. Their combined scale and know-how will create the world's leading container shipping line and logistics provider. I sincerely believe this proposal is in the best interest of both our shareholders and our employees."

Maersk anticipates that this transaction over time will imply a reduction of about 1,500 full time positions worldwide equal to 5% of the combined workforce. The joint business will have its corporate headquarters in Copenhagen, Denmark.

The offer memorandum containing the terms and conditions of the Offer is currently expected to be published in June 2005, and the P&O Nedlloyd Board of Directors will thereafter discuss the Offer in an extraordinary general meeting of shareholders.

Indicative Timetable
- June 2005: Publication Offer Memorandum and launch of acceptance period
- July 2005: Extraordinary General Meeting of Shareholders of P&O Nedlloyd
- July/August 2005: Earliest closing of acceptance period

JP Morgan acts as financial advisor to P&O Nedlloyd. Goldman Sachs International acts as financial advisor to Maersk.

P&O Nedlloyd operates a fleet of 156 container ships with a total nominal capacity of 428,000 teu, calling at 217 ports in 99 countries. Maersk Sealand operates more than 300 container vessels and 1 milllion containers with worldwide coverage.

The combination of both shipping companies, would create the biggest container transportation company in the world, controling aprox. 17 % of worldwide fleet capacity, followed by Mediterranean Shipping Co. - Evergreen Group and CMA-CGM group.