Set in January 2002, this case examines the three-way takeover battle for cruise industry dominance involving Carnival, P&O Princess and Royal Caribbean. It also documents the evolution of the modern cruise industry and the competitive dynamics that led to momentous consolidation. After secret meetings, Royal Caribbean and P&O Princess announce a plan to merge under an unusual dual-listed-company structure. Combined, the two companies would overtake Carnival as the world’s largest cruise operator. Carnival, a previous suitor for the No. 3 cruise line, jumps in with a hostile takeover attempt. The offer is promptly rejected by the P&O Princess board, which refuses to engage in any conversation with Carnival. Micky Arison, Carnival’s President, CEO and major shareholder, is resolute on overcoming the intricacies of a deal entailing poison pills, subject to regulatory approval, and taking place against the backdrop of unprecedented economic and geopolitical uncertainty. With little time left before the merger becomes effective and only publicly available data to go by, Arison must lay out strategic options, ponder risks and determine whether and how far Carnival should go to sweeten its offer.