Thomas Cook merges Condor with Air Berlin

21st Sep 2007

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 Eur70 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,
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
sharehold-ers 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.”


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