19.03.2007 – 09:37

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 world’s leading travel groups

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.

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

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