The shares are equal to about 10% of current NCLH shares outstanding.
The $3bn deal includes $1.8bn in equity with approximately $670m from the NCLH shares and $1.1bn in cash, plus the assumption of debt.
Norwegian filed a Form DEFM14C on Thursday, giving the 20-day notice of its plans to issue the shares to Prestige shareholders.
Recently Norwegian Cruise Line Holdings CEO Kevin Sheehan told Seatrade Insider things were moving forward and the deal would likely close by mid-November.
The acquisition was announced Sept. 2. That day, NCLH shares soared to a 52-week high of $38.05.
Norwegian opened at $30.66 Thursday.