TUI AG

euro adhoc: TUI AG
Mergers - Acquisitions - Takeovers
Merger of TUI AG tourism division and First Choice Holidays PLC to create one of the worldÂ’s leading travel groups

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Company Information

19.03.2007

Hanover, 19 March 2007. The Boards of TUI AG and First Choice Holidays PLC ("First Choice") have today agreed to merge the tourism division of TUI AG exclud-ing certain hotel assets, and First Choice. The merger will create a new leisure travel group called TUI Travel PLC. The new company will be headquartered in the United Kingdom and will seek admittance to trading on the London Stock Exchange.

The Merger will be effected through the acquisition, by TUI Travel PLC, of First Choice and TUIÂ’s tourism division, excluding certain hotel assets. The new company will also assume 875 million euros of net financial debt from TUI AG, including all pensions liabilities currently associated with TUI Travel. First Choice will be acquired by means of a scheme of arrangement, as per British legislation.

After completion of the merger TUI AG will hold a 51 per cent. stake in TUI Travel PLC, with existing First Choice shareholders holding 49 per cent. (calculated on a fully diluted basis). TUI Travel PLC will be fully consolidated into TUI AGÂ’s accounts. The merger is expected to complete in the third quarter of 2007.

The Merger is subject to approval by the relevant anti-trust authorities and the shareholders of First Choice. As authorised by the Supervisory Board of TUI AG in an extraordinary meeting last night, the executive board has approved the Merger. Approval of TUI AG shareholders is not required.

Chief Executive Officer designate of the new company is Peter Long, who is cur-rently Chief Executive of First Choice, Dr. Michael Frenzel, currently Chief Executive of TUI AG will become Non-executive Chairman. The board will consist of 17 members, including Sir Mike Hodgkinson (Deputy Chairman), Peter Rothwell (Deputy Chief Executive Officer), Paul Bowtell (Chief Financial Officer), Will Waggott (Group Commercial Director), Christoph R. Mueller (Aviation Director) and Dr. Volker Böttcher (Managing Director Central Europe).

The travel company being created under the umbrella of TUI Travel PLC will have, on the basis of the composite figures of the 2006 financial year, a revenue of about EUR18 billion (ÂŁ12.1 billion) and EBITA of around EUR475 million (ÂŁ325 million). Ap-proximately 27 million holidaymakers travelled with the tour operators and airlines of TUI Travel PLC last year.

TUI Travel PLC anticipates an annual synergy potential amounting to approximately EUR146 million (ÂŁ100 million) as a result of the Merger to be fully realised within three years of completion of the Merger. The majority of the synergy effects will be achieved in the British market for instance by having joint administration, joint fleet and flight planning in the airlines, introducing a common IT infrastructure and a more efficient use of marketing instruments. Jobs in Germany will not be directly affected by the merger.

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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.ch

Further inquiry note:
Björn Beroleit, Telefon +49(0)511 566-1310
Nicola Gehrt, Telefon +49(0)511 566-1435

Branche: Transport
ISIN:      DE000TUAG000
WKN:        TUAG00
Index:    DAX, CDAX, HDAX, Prime All Share
Börsen:  Frankfurter Wertpapierbörse / official dealing/prime standard
              Börse Berlin-Bremen / official dealing
              Hamburger Wertpapierbörse / official dealing
              Baden-WĂĽrttembergische Wertpapierbörse / official dealing
              Börse DĂĽsseldorf / official dealing
              Niedersächsische Börse zu Hannover / official dealing
              Bayerische Börse / official dealing



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