TUI AG has reached agreement on the terms of a recommended all-share nil-premium merger of TUI Travel and TUI AG, which is to be implemented by way of a scheme of arrangement of TUI Travel.

Under the merger, TUI Travel Shareholders (other than TUI AG and certain connected parties) will receive 0.399 New TUI AG Shares for each TUI Travel Share held by them at the scheme record time.

Taking into consideration TUI AG’s existing stake in TUI Travel, the merger is expected to result in existing TUI Travel Shareholders owning 46 per cent of the combined group and existing TUI AG Shareholders owning 54 per cent of the combined group, on a fully-diluted basis.

Based on the Exchange Ratio and the closing share prices as at September 12th 2014 (being the last practicable date prior to the release of this announcement), the combined group would have a fully-diluted equity value of approximately €6.5 billion.

The combined group will be German domiciled with a premium listing on the London Stock Exchange, in parallel with a secondary market quotation on a German stock exchange.

The FTSE Nationality Advisory Committee has announced that, subject to completion, it would allocate the Combined Group a UK classification for FTSE index inclusion purposes.

TUI Travel Shareholders will receive a second interim dividend of 20.5 pence per TUI Travel Share, to include 10.5 pence per TUI Travel Share in lieu of a final dividend for the financial year 2013/14.

The Merger will result in the creation of the world’s number one integrated leisure tourism business, clearly positioned as a fully vertically-integrated tour operator with enhanced long-term growth prospects.