Thomas Cook merges Condor with Air Berlin

· Air Berlin to become one of the leading European airlines
· Thomas Cook to receive at least EUR 500 million in shares and cash
· Estimated annual synergies of more than EUR 70 million
· Positive effects on Thomas Cook’s balance sheet and results
· Thomas Cook consequently executes on its Asset Light Strategy

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investments

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.

end of announcement euro adhoc 20.09.2007 12:02:20
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ots Originaltext: Air Berlin PLC & Co Luftverkehrs KG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Air Berlin
Peter Hauptvogel
Corporate Communications
phone: +49 30 3434 1500
e-mail: abpresse@airberlin.com

Thomas Cook AG
Mathias Brandes
Corporate Communications
phone: +49 6171 65 1602
e-mail: mathias.brandes@thomascookag.com

Branche: Air Transport
ISIN: GB00B128C026
WKN: AB1000
Index: Classic All Share, Prime All Share, SDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade