Thomas Cook merges Condor with Air Berlin

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London/Berlin (euro adhoc) - 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.

Further inquiry note:
Air Berlin
Peter Hauptvogel
Corporate Communications
phone: +49 30 3434 1500
e-mail: [email protected]

Thomas Cook AG
Mathias Brandes
Corporate Communications
phone: +49 6171 65 1602
e-mail: [email protected]

end of announcement euro adhoc 20.09.2007 12:02:20
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emitter: Air Berlin PLC
The Hour House, High Street 32
UK-WD3 1ER Rickmansworth, Herts
phone: +49 (0)30 3434 1500
FAX: +49 (0)30 3434 1509
mail: [email protected]
WWW: http://www.airberlin.com
sector: Air Transport
ISIN: GB00B128C026
indexes: Classic All Share, Prime All Share, SDAX
stockmarkets: official dealing/prime standard: Börse Frankfurt, free trade:
Börse Berlin, Börse Hamburg, Börse Stuttgart, Börse Düsseldorf,
Börse München
language: English

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