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

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Disclosure announcement transmitted by euro adhoc. The issuer is responsible
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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 TUI’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 AG’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 (£12.1 billion) and
EBITA of around EUR475 million (£325 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 (£100 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.

end of announcement euro adhoc 19.03.2007 08:47:14
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ots Originaltext: TUI AG
Im Internet recherchierbar: http://www.presseportal.de

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-Württembergische Wertpapierbörse / official dealing
Börse Düsseldorf / official dealing
Niedersächsische Börse zu Hannover / official dealing
Bayerische Börse / official dealing