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Air Berlin PLC

Thomas Cook merges Condor with Air Berlin

London/Berlin (euro adhoc) -

· Air Berlin to become one of the leading European airlines
· Thomas Cook to receive at least EUR 500 million in shares and cash
· Estimated annual synergies of more than EUR 70 million
· Positive effects on Thomas Cook’s balance sheet and results
· Thomas Cook consequently executes on its Asset Light Strategy
  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
investments
Thomas Cook Group plc will merge its
stake in Condor Flugdienst GmbH with Air Berlin PLC. Air Berlin 
therewith becomes one of the leading European airlines and will with 
Condor be able to enlarge its long-distance flight business, which it
runs since the acquisition of LTU. Thomas Cook Group is consequently 
executing on its Asset Light-Strategy as promised. Both partners 
expect positive synergies of at least EUR 70 million. Thomas Cook 
will receive at least EUR 500 million in shares and cash and has the 
option to gain a total amount of EUR 600 million over the positive 
share price development of Air Berlin. Through the integration of 
Condor into Air Berlin Thomas Cook will in addition achieve positive 
effects on its balance sheet and results. The transaction is subject 
to the approval by the cartel authorities.
75.1% of Condor Flugdienst Gmbh belong to Thomas Cook Group plc and 
24.9 % to Deutsche Lufthansa AG. The agreement about the mutual 
shareholdings between Air Berlin and Thomas Cook ist still subject to
Deutsche Lufthansa AG not asserting a contractual preemption right. 
The acqusition of 75.1% of Condor by Air Berlin will be completed 
until February 10, 2009. For the remaining 24.9% Thomas Cook will 
exercise its call options and afterwards will assign the shares to 
Air Berlin.
Air Berlin already offers a range of attractive flight connections 
between hubs like Düsseldorf, Berlin and Mallorca. Through the 
integration of Condor Air Berlin will be able to increase the 
attractivesness of its offer at the airports Frankfurt, Munich and 
Hamburg. In addition Air Berlin has just placed the biggest order in 
Europe for the currently most modern aircraft model Boeing 787 
Dreamliner.
As Manny Fontenla-Novoa, CEO of Thomas Cook´s stated: "The agreement 
aims at reducing risk and maximizing flexibility. This transaction 
will create significant value for the shareholders of Thomas Cook and
secure the long-term future for Condor. As the biggest shareholder of
Air Berlin, we are benefiting from Air Berlin´s extensive flight 
offer. Together, we have a significant potential for growth. 
Furthermore, Air Berlin will remain a long-term strategic partner for
Thomas Cook and provide us with flight capacities."
Joachim Hunold, Air Berlin´s CEO, explained in Düsseldorf on 
Thursday: "In light of the quickly progressing concentration process 
of European aviation, integrating Condor into the Air Berlin Group 
secures the future for both companies. Together, we will achieve 
international competitiveness. This step makes sense, especially 
follow-ing the takeover of LTU, since it will enable us to offer our 
clients a more tightly-meshed long-haul flight network."
Ludger Heuberg, CFO of Thomas Cook Group plc, emphasized that 
exchanging Condor shares for Air Berlin shares will increase profits 
per share for the shareholders of Thomas Cook: "The participation in 
the new Air Berlin is worth more than a 100 percent participation in 
Condor." Thomas Cook plc will consolidate its share in Air Berlin at 
equity.
Ulf Hüttmeyer, CFO of Air Berlin PLC, said: "Earnings per share for 
Air Berlin will not decrease through Thomas Cook´s investment in 
2009. They will more likely increase through the synergies that we 
will achieve."
Background information
Founded in 1955, Condor Flugdienst GmbH currently has a fleet of 35 
aircraft and transported 7.8 million passengers last year. Sales 
volume amounted to EUR 1.2 billion.  While Condor, like LTU, mainly 
focused on tour operators and travel agencies for its sales, Air 
Berlin concentrated on single-seat sales and sales over the Internet.
Moreover, Air Berlin already has a high percentage of business 
travelers. Last year, Air Berlin transported 19.7 million passengers.
Sales volume in 2006 amounted to EUR 1.57 billion. At present, the 
Air Berlin Group operates a fleet of 131 aircraft.
end of announcement                               euro adhoc 20.09.2007 12:02:20

Further inquiry note:

Air Berlin
Peter Hauptvogel
Corporate Communications
phone: +49 30 3434 1500
e-mail: abpresse@airberlin.com

Thomas Cook AG
Mathias Brandes
Corporate Communications
phone: +49 6171 65 1602
e-mail: mathias.brandes@thomascookag.com

Branche: Air Transport
ISIN: GB00B128C026
WKN: AB1000
Index: Classic All Share, Prime All Share, SDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade

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Plus de actualités: Air Berlin PLC