Air Berlin concludes takeover deal for Condor

Air Berlin PLC has agreed with Thomas Cook AG to a two-step acquisition of the shares of Condor Flugdienst GmbH by means of a share swap. On February 10, 2009, Air Berlin will acquire the 75.1% share Thomas Cook holds in Condor. The remaining 24.9% will be acquired in February 2010, subsequent to Thomas Cook acquiring the stake Lufthansa AG in February 2009 by exercising a purchase option.

In return for its share in Condor, Thomas Cook will receive Air Berlin shares to be issued, which, depending on the market quotation at the time the agreement is implemented, are valued at EUR 380 mln to EUR 475 mln.

In the process, Thomas Cook is likely to acquire an interest of up to 29.99% in Air Berlin.

The acquisition of the Condor shares is subject to approval by the competent regulatory authorities, but the deall is still subject to Lufthansa not exercising a contractual pre-emption right.
Subsequent to the closing of the first step, Thomas Cook will be represented on the board of directors of Air Berlin PLC.

Air Berlin estimates that the synergies resulting from a successful takeover will amount to at least EUR 70 mln per year.