I'm not so sure that Carnival Corporation (NYSE: CCL) does have the inside track.
>> 1. There are conditions in Carnival's "preconditional tender offer" that still have not been fulfilled, including termination of a joint venture between P&O Princess Cruises Plc (LSE: POC). and Royal Caribbean Cruises Ltd (NYSE: RCL).
>> 2. The terms of Carnival Corporation's "preconditional tender offer" were part cash and part stock. Carnival Corporation's stock has dropped in value since the announcement of the offer, whereas shares of P&O Princess Cruises Plc. are up significantly. As a result, the terms of Carnival's "preconditional tender offer" do not provide the premium that they would have provided at the time of the announcement of the offer.
>> 3. Press releases from P&O Princess Cruises Plc. indicate that several major institiutional shareholders cannot hold foreign (that is, non-British) stocks due to provisions of either British law or their institutional rules. Such holders either (1) cannot accept Carnival's offer or (2) would be forced into immediate sale of the shares received in the transaction, probably causing a collapse of Carnival's share price. If they can accept such an offer, it would be very risky to do so.
Since the shares of P&O Princess Cruises Plc. are up substantially more than those of Royal Caribbean Cruises Ltd., though, it does seem likely that there will be an adjustment of the ratio of equivalence between the two shares, such that P&O Princess Cruises Plc. shareholders will hold a larger percentage of the combined company. The fact that P&O Princess Cruises Plc. now is negotiating with Carnival Corporation also is a lever for negotiating more generous terms. There's little doubt that Royal Caribbean Cruises Ltd. will face a significant competitive disadvantage if P&O Princess Cruises Plc. goes to Carnival Corporation, and thus may not have much choice but to make whatever concessions it takes to gain approval of the original merger.