15.09.2014 TUI AG  DE000TUAG000

DGAP-Adhoc: TUI AG: RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG


 
TUI AG / Key word(s): Strategic Company Decision/Mergers & Acquisitions 15.09.2014 08:02 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- AD-HOC ANNOUNCEMENT ACCORDING TO SECTION 15 OF THE GERMAN SECURITIES TRADING ACT (WPHG) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND TUI TRAVEL SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW TUI AG SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE TUI AG PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE FOR IMMEDIATE RELEASE 15 SEPTEMBER 2014 RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG Further to the announcements made by TUI Travel and TUI AG on 27 June 2014 and 25 July 2014, the Independent Directors of TUI Travel and the Executive Board (Vorstand) of TUI AG are pleased to announce that they have reached agreement on the terms of a recommended all-share nil-premium merger of TUI Travel and TUI AG, which is to be implemented by way of a Scheme of Arrangement of TUI Travel. Under the Merger, which will be subject to the Conditions and terms set out in Appendix I to this announcement and to the further terms to be set out in the Scheme Document, TUI Travel Shareholders (other than TUI AG and certain connected parties) will receive 0.399 New TUI AG Shares for each TUI Travel Share held by them at the Scheme Record Time. Taking into consideration TUI AG's existing stake in TUI Travel, the Merger is expected to result in existing TUI Travel Shareholders (other than TUI AG and certain connected parties) owning 46% of the Combined Group and existing TUI AG Shareholders owning 54% of the Combined Group, on a fully-diluted basis. Based on the Exchange Ratio and the closing share prices as at 12 September 2014 (being the last practicable date prior to the release of this announcement), the Combined Group would have a fully-diluted equity value of approximately EUR6.5 billion (£5.2 billion). The Combined Group will be German domiciled with a premium listing on the London Stock Exchange, in parallel with a secondary market quotation on a German stock exchange. The FTSE Nationality Advisory Committee has announced that, subject to Completion, it would allocate the Combined Group a UK classification for FTSE index inclusion purposes. TUI Travel Shareholders (including TUI AG) will receive a second interim dividend of 20.5 pence per TUI Travel Share, to include 10.5 pence per TUI Travel Share in lieu of a final dividend for the financial year 2013/14. The Merger will result in the creation of the world's number one integrated leisure tourism business, clearly positioned as a fully vertically-integrated tour operator with enhanced long-term growth prospects. Mr. Alexey Mordashov, TUI AG's largest shareholder, has confirmed his support for the Merger. Reasons for the Merger Accelerate growth and future-proof the vertically integrated business model - Opportunity to accelerate the long-term growth of the Combined Group by accessing high-quality hotel and cruise ship content on an exclusive basis - Enhances certainty of supply for the continued growth of Unique Holidays - Enhances and de-risks Mainstream content growth as a result of integration - Provides the potential for the Combined Group to double the pace of existing TUI AG content growth through further vertical integration - more than 30 additional hotels and up to two additional cruise ships - Historic annual performance suggests a potential contribution to EBITA of EUR1.4 million (£1.1 million) per hotel and a substantial contribution per ship (under the TUI Cruises business model)(See endnote 1) - Acceleration of content growth is expected to drive customer and top-line growth - Reinforces the Combined Group's competitive advantage versus non-integrated leisure travel businesses through further control over the end-to-end customer experience - The Merger is expected to deliver material value to all TUI Travel Shareholders and existing TUI AG Shareholders, with a continuation of strong leadership Deliver significant synergies, increased occupancy and cost savings - The Merger is expected to deliver significant synergies - Corporate streamlining - potential cost savings of at least EUR45 million (£36 million) per annum - Significant tax optimisation - potential for a substantial reduction in the Combined Group's ongoing tax rate - a unified ownership structure would have delivered a decrease in the underlying effective tax rate of around 7 percentage points to 24% in the financial year 2012/13 (see endnote 2) - Significant increase in occupancy levels achievable through joint yield management - Each 1 percentage point improvement in occupancy would be expected to deliver approximately EUR6.1 million (£4.9 million) of additional profit (see endnote 3) - TUI Travel's vertically integrated Magic Life clubs have an occupancy level which is 5 percentage points higher than the level in TUI AG's hotel and resorts portfolio for the financial year 2012/13 (see endnote 4) - Additional cost savings achievable through the integration of Inbound Services into the Mainstream tourism business, resulting in net cost savings of EUR20 million (£16 million) annually (see endnote 5) Strategy of the Combined Group The Combined Group will utilise the scale of its fully-integrated Mainstream tourism business - content, Unique Holiday experiences and distribution - whilst driving growth and value from its non-Mainstream businesses, to enhance its growth and margin profile, thereby future-proofing its long-term sustainable competitive position. In particular, the Combined Group will: - Deliver a superior end-to-end customer experience through a fully-integrated Mainstream tourism business - Accelerate long-term growth supported by an asset-right business model based on an optimal mix of owned and managed hotels and cruise ships, with a targeted minimum required return on capital of 15% for new content (see endnote 6) - In the financial year 2012/13, approximately 50% of TUI AG hotels were operated under management contracts, approximately 9% were leased or franchised and the remainder were owned - Maximise the growth and value of the Online Accommodation and Specialist & Activity businesses - Treat the TUI AG stake in Hapag-Lloyd AG as a business for disposal and finalise the exit from Container Shipping - Focus on balance sheet strength, flexibility and strong free cash flow generation with a view to increasing shareholder returns from the Merger Financial effects of the Merger - Merger is expected to be EPS accretive (see endnote 7) for both sets of shareholders from the first full financial year post-Merger (see endnote 8) - Strong EPS accretion for TUI Travel Shareholders - Strong cash flow/dividend benefit for TUI AG Shareholders - Strong EPS accretion for both sets of shareholders thereafter - The New Executive Board of TUI AG is confident that value creation for both sets of shareholders should result from the creation of a pure play integrated leisure tourism business and from the elimination of the current TUI AG structural discount Continuation of existing strong leadership - Expanded Executive Board of TUI AG and enlarged number of shareholder-elected members of the Supervisory Board of TUI AG, to be drawn equally from TUI AG and TUI Travel - Peter Long and Friedrich Joussen to be joint CEOs of the Combined Group, with Peter Long planned to become Chairman of the Supervisory Board of TUI AG and Friedrich Joussen leading the Combined Group as sole CEO from February 2016 Dividend - The TUI Travel interim dividend of 4.05 pence per TUI Travel Share previously announced by TUI Travel will become payable on 3 October 2014 - In addition, TUI Travel will, immediately prior to Completion, declare and pay a second interim dividend of 20.5 pence per TUI Travel Share, to include 10.5 pence per TUI Travel Share in lieu of a final dividend for the financial year 2013/14. This second interim dividend will be payable to those TUI Travel Shareholders on the register of members of TUI Travel at the Scheme Record Time and will be paid prior to Completion conditional on the Court Order having been granted at the Scheme Court Hearing - TUI Travel Shareholders will not be eligible for any final dividend paid by TUI AG for the financial year 2013/14. TUI AG anticipates that it will declare a final dividend for the financial year 2013/14 (subject to adequate balance sheet capacity, recommendations by the Executive Board of TUI AG and the Supervisory Board of TUI AG and approval at the TUI AG Annual General Meeting in 2015) of EUR0.33 per TUI AG Share. The anticipated dividend of TUI AG would represent an equivalent amount to the originally anticipated final dividend of 10.5 pence per TUI Travel Share, reflecting the agreed Exchange Ratio (which already takes account of the 4.05 pence TUI Travel interim dividend). The TUI AG dividend for the financial year 2013/14 will be paid after the TUI AG Annual General Meeting in 2015 to TUI AG Shareholders (other than holders of New TUI AG Shares) - TUI AG and TUI Travel each confirm that neither of them will make any distribution to their shareholders, other than the aforementioned dividends, either in respect of the financial year 2013/14 or before Completion - Following Completion, the Combined Group intends to adopt a dividend policy in line with TUI Travel's present progressive dividend policy under which dividends grow broadly in line with earnings. Provided the performance of the Combined Group develops in line with expectations, the Combined Group will target an increase in its dividend per share for the financial years 2014/15 and 2015/16 of 10% in excess of the underlying growth in the Combined Group's earnings per share. This is subject to adequate balance sheet capacity, recommendations by the Executive Board of TUI AG and the Supervisory Board of TUI AG and approval at the respective TUI AG Annual General Meeting in the relevant year - The net dividend receivable from TUI AG may be affected by German withholding tax. Further details are set out in paragraph 7 of this announcement Financing - Credit facility agreements have been entered into regarding new credit facilities for the Combined Group, in an aggregate amount of EUR1.55 billion - These facilities will provide available financing for the Combined Group's general corporate and working capital requirements from Completion, replacing TUI Travel's existing revolving credit facility - In addition, a credit facility agreement has been entered into for a EUR600 million term loan facility available at Completion, which it is envisaged will be refinanced by the issue of senior unsecured notes shortly after this announcement Directors' irrevocables - TUI AG has received irrevocable undertakings to vote in favour of the Merger from the Independent Directors of TUI Travel, their families and related trusts, who hold or are beneficially entitled to TUI Travel Shares, representing in aggregate approximately 0.100% of TUI Travel's ordinary share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement) - TUI AG has received an irrevocable undertaking to vote in favour of the Merger at the relevant TUI Travel shareholder meetings from Peter Long (who is a director of TUI Travel, but not one of the Independent Directors of TUI Travel), his family and related trusts, who hold or are beneficially entitled to TUI Travel Shares, representing in aggregate approximately 0.267% of TUI Travel's ordinary share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement) - Friedrich Joussen, Horst Baier and Sebastian Ebel, who are directors of TUI Travel but not Independent Directors of TUI Travel, do not have interests in TUI Travel Shares and neither do their respective families or related trusts Commenting on the Merger Sir Michael Hodgkinson, Deputy Chairman and Senior Independent Director of TUI Travel, said: "The Board of TUI Travel is focused on delivering shareholder value and I and my fellow independent directors are confident that the finalised terms of this Merger represent significant value for our shareholders. By simplifying the structure and combining the two businesses substantial synergies and cost savings will be realised. In addition, the potential to deliver material commercial benefits will be unlocked. Peter Long's position as, firstly joint Chief Executive with continued responsibility for the former TUI Travel businesses, and then in 2016 as Chairman of the Supervisory Board should also serve to give TUI Travel shareholders confidence in the long-term prospects for the group." Prof. Dr Klaus Mangold, Chairman of the Supervisory Board of TUI AG, said: "The Supervisory Board of TUI AG strongly endorses the merger of the two companies. Significant operational and financial benefits are expected by the vertical integration which enables further efficiency gains and growth owing to a new group structure. The listing of the TUI AG shares on the premium segment of the London Stock Exchange and the FTSE UK Index makes the shares attractive for international investors, the euro listing on the Frankfurt Open Market secures market access in Germany and emphasises the international nature of the group. With this euro listing on a German stock exchange we want to ensure that TUI AG shares will remain an attractive investment for private investors. Further, the newly formed Integration Committee of the Supervisory Board of TUI AG will actively accompany the phase of re-orientation and the merger of both companies as well as attend to the aspired benefits." Peter Long, Chief Executive of TUI Travel and Member of the Executive Board of TUI AG, said: "The Merger will strengthen and future-proof our combined business by enhancing the certainty of long-term Unique Holiday growth, and by reinforcing our competitive advantage through further control over the end-to-end customer experience. Friedrich Joussen and I are committed to working closely to ensure that we achieve significant synergies, cost savings, commercial benefits and long-term growth as the world's number one integrated leisure tourism business. All of which will contribute to significant earnings accretion from the first full financial year post Completion and growth in shareholder returns." Friedrich Joussen, Chief Executive of TUI AG and Chairman of TUI Travel, said: "We have conducted the negotiations goal orientated, seriously and fairly and have completed them successfully. The result is a clear and joint commitment to the merger of the companies. The potential cost savings are significantly higher than expected at the start of the negotiations. The new TUI will be the leading integrated tourism group in the world and an innovative pioneer in the industry. We will set new standards in our industry with respect to growth, quality as well as brand promise and create significant opportunities for shareholders, customers and our employees. Our shareholders benefit from faster growth, higher margins and an attractive dividend policy. Our customers receive unprecedented access to exclusive products and services and thereby individual and unique holiday experiences around the globe. Our 74,000 employees worldwide in approximately 130 countries will have completely new development and career prospects. The new TUI will definitely be a truly international group and thus also one of the most international employers in Europe." Mr. Alexey Mordashov, TUI AG's largest shareholder, has confirmed his support for the Merger and said: "I am pleased with the recent business development of both companies. The combination will serve to improve the tourism business model and help drive future business growth for the benefit of both shareholder groups." Recommendations The Independent Directors of TUI Travel, who have been so advised by Lazard, consider the terms of the Merger to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent Directors of TUI Travel. Accordingly, the Independent Directors of TUI Travel intend unanimously to recommend TUI Travel Shareholders to vote in favour of the Scheme at the TUI Travel Court Meeting and the resolutions to be proposed at the TUI Travel General Meeting, as the Independent Directors of TUI Travel who hold or are beneficially entitled to TUI Travel Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 1,135,168 TUI Travel Shares representing in aggregate approximately 0.100% of TUI Travel's ordinary share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement). Bank of America Merrill Lynch and Barclays have also provided financial advice to the Independent Directors of TUI Travel in respect of the Merger. Peter Long is a director and Chief Executive of TUI Travel and is also a member of the Executive Board of TUI AG. As such, Peter Long is not considered to be an Independent Director of TUI Travel for the purposes of TUI Travel's discussion of, or decisions in relation to, the Merger and has not been involved in or voted on such decisions. Similarly, Peter Long has not participated in decisions in relation to the Merger by the Executive Board of TUI AG. Accordingly, Peter Long has not participated in the formal recommendation of the Merger by the Independent Directors of TUI Travel or the Executive Board of TUI AG contained in this announcement. Peter Long's comment on the Merger is set out above. Also, as set out above, TUI AG has received an irrevocable undertaking to vote in favour of the Merger at the relevant TUI Travel shareholder meetings from Peter Long, his families and related trusts, who hold or are beneficially entitled to TUI Travel Shares, representing in aggregate approximately 0.267% of TUI Travel's ordinary share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement. Peter Long, his families and related trusts have no current interests in TUI AG Shares. Friedrich Joussen, Horst Baier and Sebastian Ebel, who are directors of TUI Travel are either members of the Executive Board of TUI AG or members of TUI AG's senior management. As such, they are not considered to be Independent Directors of TUI Travel for the purposes of TUI Travel's discussion of, or decisions in relation to, the Merger and have not participated in such discussions or voted on such decisions. Neither they nor their family and related trusts hold any interests in TUI Travel Shares. The Executive Board of TUI AG (other than Peter Long who has recused himself as set out above) considers the Merger to be in the interests of existing TUI AG Shareholders. The Executive Board of TUI AG (other than Peter Long) has been advised by Deutsche Bank and Greenhill in relation to the Merger. In providing their advice, Deutsche Bank and Greenhill have taken into account the commercial assessments of the Executive Board of TUI AG (other than Peter Long). Accordingly, the Executive Board of TUI AG (other than Peter Long) intend unanimously to recommend existing TUI AG Shareholders to vote in favour of all of the resolutions to be proposed at the TUI AG EGM to approve the Direct Capital Increase, the Conditional Capital Increase and related matters, as the members of the Executive Board of TUI AG (other than Peter Long) who hold or are beneficially entitled to TUI AG Shares intend to do in respect of their own beneficial holdings of 158,798 TUI AG Shares representing in aggregate approximately 0.055% of TUI AG's share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement). The Supervisory Board of TUI AG intends unanimously to recommend existing TUI AG Shareholders to vote in favour of all of the resolutions to be proposed at the TUI AG EGM to approve the Direct Capital Increase, the Conditional Capital Increase and related matters, as the members of the Supervisory Board of TUI AG who hold or are beneficially entitled to TUI AG Shares intend to do in respect of their own beneficial holdings of 27,955 TUI AG Shares representing in aggregate approximately 0.010% of TUI AG's ordinary share capital in issue on 12 September 2014 (being the last practicable date prior to the release of this announcement). The Supervisory Board of TUI AG has obtained an additional separate fairness opinion from J.P. Morgan with respect to the Exchange Ratio. Next steps The Merger will be voted on by TUI Travel Shareholders at the TUI Travel Court Meeting and at the TUI Travel General Meeting. Resolutions required to be passed in connection with the Merger will be voted on by existing TUI AG Shareholders at the TUI AG EGM. In order for the Scheme to become Effective: - it must be approved by a majority in number of the TUI Travel Scheme Shareholders who are on the register of members of TUI Travel at the Voting Record Time and who are present and voting (and entitled to vote) at the TUI Travel Court Meeting, either in person or by proxy, representing at least three quarters in nominal value of the TUI Travel Scheme Shares held by such holders. TUI Travel Shares in which TUI AG and certain of its connected parties have an interest will not be eligible to be voted at the TUI Travel Court Meeting; - the Special Resolution approving the Reduction of Capital and such other matters as may be necessary to implement the Scheme (requiring a majority of at least three quarters of the votes cast by person or by proxy) must be passed by TUI Travel Shareholders at the TUI Travel General Meeting; - the resolutions necessary to approve the Direct Capital Increase and the Conditional Capital Increase (each requiring a majority of at least three quarters of the share capital voting on such resolution) must be passed at the TUI AG EGM; - the proposed election of the new members of the Supervisory Board of TUI AG set out in the TUI AG EGM Invitation, being certain of the existing independent non-executive directors of TUI Travel, and the proposed resolution regarding the amendment of the TUI AG Charter to allow TUI AG to appoint one or more chairmen to the Executive Board (as defined in the TUI AG Charter) must be passed at the TUI AG EGM; - the resolution of the Direct Capital Increase and the resolution of the Conditional Capital Increase must be registered at the commercial registries in Hanover and Charlottenburg/Berlin; - the Court must sanction the Scheme with or without modification (but subject to any such modification being acceptable to TUI AG and TUI Travel) and confirm the Reduction of Capital and: - office copies of the Court Order (and the Statement of Capital) must be delivered to the Registrar of Companies; and - if the Court so orders for it to become effective, the Court Order and the Statement of Capital must be registered by the Registrar of Companies; - the UK Listing Authority must acknowledge to TUI AG or its agent that the application for the admission of the TUI AG Shares to the premium listing segment of the Official List of the UK Listing Authority has been approved and will become effective as soon as the UK Listing Authority's decision to admit the TUI AG Shares is announced and the London Stock Exchange must acknowledge to TUI AG or its agent that the TUI AG Shares will be admitted to trading on the London Stock Exchange's main market for listed securities; and - Deutsche Bank (as German listing agent of TUI AG) must not have received any notification or other communication from the Frankfurt Stock Exchange or any of the Stuttgart, Hamburg, Berlin, Düsseldorf, Hanover or Munich stock exchanges that admission to trading of all the New TUI AG Shares on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as well as the regulated markets of the stock exchanges in Stuttgart, Hamburg, Berlin, Düsseldorf, Hanover and Munich, will not be granted pursuant to an application made for such trading. It is expected that the Scheme Document, containing further information about the Merger and notices of the TUI Travel Court Meeting and the TUI Travel General Meeting, will be posted to TUI Travel Shareholders within the next 28 days. It is expected that the TUI AG Prospectus, containing information about the New TUI AG Shares and the Combined Group, will be published at or around the same time as the Scheme Document is made available to TUI Travel Shareholders. It is expected that the TUI AG EGM Invitation, containing details of the Merger and notice of the TUI AG EGM at which resolutions will be proposed for the approval of the Direct Capital Increase, the Conditional Capital Increase and other matters relating to the Merger by existing TUI AG Shareholders, will be published by 19 September 2014. It is currently anticipated that the Scheme will become Effective by the end of December 2014, subject to the satisfaction or (where applicable) waiver of the Conditions, certain terms set out in Appendix I to this announcement and the further terms to be set out in the Scheme Document. However, it should be noted that there is no certainty that all of the Conditions will be satisfied or waived by that date or that the Scheme will become Effective by that date. In particular, certain resolutions are required to be passed at the TUI AG EGM, expected to be held on or around 27 October 2014. These include resolutions for approving the Direct Capital Increase and for approving the Conditional Capital Increase, which must also then be registered with the appropriate commercial registries before the Scheme can become Effective. However, in accordance with German law, insofar as any shareholder contestation actions (Anfechtungsklagen) are raised relating to those resolutions, TUI AG will not be able to register the resolutions for the Direct Capital Increase and the Conditional Capital Increase until such actions have been concluded. The conclusion of any such actions could take up to approximately four to seven months from the date on which the TUI AG EGM is held and therefore result in a delay before all of the Conditions are satisfied and, if successful, could prevent satisfaction of all the Conditions. Media calls There will be conference calls for the UK and German newswires and national media today, 15 September 2014. The newswire calls will take place at 08.15hrs (BST), 09.15hrs (CEST). The national media calls will take place at 11.00hrs (BST), 12.00hrs (CEST). Respective dial in details are below. The UK media dial in details are: UK newswire call at 08.15hrs (BST): +44 1452 555 566 UK newswire PIN code: 503 7004 UK national media call at 11.00hrs (BST): +44 1452 555 566 UK national media PIN code: 504 6416 The German media dial in details are: German newswire call at 09.15hrs (CEST): +49 30 232 531 469 or +44 20 3147 4861 (no PIN code required for either dial in) German national media call at 12.00hrs (CEST): +49 30 232 531 403 or +44 20 3367 9216 (no PIN code required for either dial in) Analyst and investor briefing and webcast A briefing and live webcast for analysts and investors will be held today, 15 September 2014, at 09.00hrs (BST), 10.00hrs (CEST) at the London Stock Exchange, 10 Paternoster Square EC4M 7LS, United Kingdom. To access the webcast, please go to www.tuitravelplc.com or www.tui-group.com for more details. The presentation will be available to download from both websites shortly before the webcast is due to start. A replay of the webcast will be available through the respective websites shortly after it finishes. Enquiries TUI AG Contacts Analysts & Investors: Nicola Gehrt, Senior Manager Investor Relations +49 (0) 511566-1435 Ina Klose, Manager Investor Relations +49 (0) 511566-1318 Press: Thomas Ellerbeck, Group Director Corporate & External Affairs +49 (0) 511566-6000 Michael Röll, Head of Group Communications TUI AG +49 (0) 511566-6020 Kuzey Esener, Head of Media Relations/Corporate Spokesperson +49 (0) 511566-6024 Deutsche Bank (financial adviser and corporate broker to TUI AG): +44 (0)20 7545 8000 Berthold Fuerst James Ibbotson Peter Krueger James Agnew (Corporate Broking) Greenhill (financial adviser to TUI AG): +44 (0) 20 7198 7400 David Wyles Philip Meyer-Horn Alex Usher-Smith TUI Travel Contacts Analysts & Investors: Andy Long, Director of Strategy & Investor Relations Tel: +44 (0)1293 645 831 Tej Randhawa, Investor Relations Manager Tel: +44 (0)1293 645 829 Sarah Coomes, Investor Relations Manager Tel: +44 (0)1293 645 827 Press: Lesley Allan, Corporate Communications Director Tel: +44 (0)1293 645 790 Mike Ward, External Communications Manager Tel: +44 (0)1293 645 776 Michael Sandler / Katie Matthews (Hudson Sandler) Tel: +44 (0)20 7796 4133 Lazard (lead financial adviser to the Independent Directors of TUI Travel): +44 (0) 20 7187 2000 Nicholas Shott Cyrus Kapadia Vasco Litchfield Aamir Khan Bank of America Merrill Lynch (financial adviser to the Independent Directors of TUI Travel and joint corporate broker to TUI Travel): +44 (0) 20 7996 9777 Jonathan Bewes Ed Peel Barclays (financial adviser to the Independent Directors of TUI Travel and joint corporate broker to TUI Travel): +44 (0) 20 7623 2323 Jim Renwick Robert Mayhew Alex de Souza This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its appendices). The Merger will be subject to the Conditions and certain terms set out in Appendix I to this announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix II contains the bases and sources of certain information used in this summary and in the full text of this announcement. Appendix III contains details of the irrevocable undertakings received in relation to the Merger that are referred to in this announcement. Appendix IV contains details of and bases of belief of anticipated quantified financial benefits relating to cost savings and cash tax benefits arising out of the Merger. Appendix V contains details and basis of belief of anticipated quantified financial benefit statements in relation to the integration of Inbound Services into the Mainstream tourism business. Appendix VI contains definitions of certain terms used in this summary and in the full text of this announcement. Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Code, quantified financial benefit statements contained in this announcement are solely the responsibility of the New Executive Board of TUI AG. These statements are not intended as a profit forecast and should not be interpreted as such. Appendix IV sets out anticipated quantified financial benefit statements relating to cost savings and cash tax benefits arising out of the Merger and provides underlying information and bases of belief. PwC, Deutsche Bank, Greenhill and Lazard have each confirmed that their respective reports dated 27 June 2014 continue to apply. Appendix V includes reports from PwC, Deutsche Bank, Greenhill and Lazard, in connection with anticipated quantified financial benefit statements relating to the integration of Inbound Services into the Mainstream tourism business, as required pursuant to Rule 28.1(a) of the Code, and provides underlying information and bases of belief. Each of PwC, Deutsche Bank, Greenhill and Lazard has given and not withdrawn its consent to the publication of its report in the form and context in which it is included. Statements by financial advisers Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Deutsche Bank is acting as joint financial adviser to TUI AG and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than TUI AG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein. Greenhill & Co. Europe LLP, which is authorised and regulated by the Financial Conduct Authority, and is also authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority), is acting as joint financial adviser to TUI AG and no one else in connection with the Merger or the contents of this announcement and will not be responsible to anyone other than TUI AG for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein. Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively as financial adviser to the Independent Directors of TUI Travel and no one else in connection with the Merger and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the Merger or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Merger or otherwise. Barclays Bank PLC, acting through its investment bank, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Independent Directors of TUI Travel and no one else in connection with the matters described herein and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or any other matters referred to herein. Merrill Lynch International, a subsidiary of Bank of America Corporation, is acting exclusively for the Independent Directors of TUI Travel in connection with the matters described in this announcement and for no one else and will not be responsible to anyone other than the Independent Directors of TUI Travel for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or any other matters referred to herein. J.P. Morgan, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Supervisory Board of TUI AG as financial adviser for the purposes of providing a fairness opinion and acting for no-one else in connection with the Merger and will not be responsible to anyone other than the Supervisory Board of TUI AG for providing the protections afforded to clients of J.P. Morgan nor for providing advice in relation to the Merger or any other matter referred to in this announcement. Quantified Financial Benefits No statement in the Quantified Financial Benefits Statements, or this announcement generally, should be construed as a profit forecast or interpreted to mean that the Combined Group's earnings in the first full year following the Merger, or in any subsequent period, would necessarily match or be greater than or be less than those of TUI AG and/or TUI Travel for the relevant preceding financial period or any other period. Aside from the one-off integration costs, no material dis-synergies (whether or not recurring) are expected in connection with the Merger. The New Executive Board of TUI AG consider that the identified synergies (except for the cost savings expected to result from the reorganisation of the Mainstream tourism business) would only accrue as a direct result of the success of the Merger and could not be achieved independently of the Merger. Forward-looking statements This announcement contains statements about TUI AG, TUI Travel and the Combined Group which are, or may be deemed to be, "forward-looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of TUI AG's, TUI Travel's or the Combined Group's operations and potential synergies resulting from the Merger; and (iii) the effects of global economic conditions on TUI AG's, TUI Travel's or the Combined Group's business. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of TUI AG or TUI Travel to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of TUI AG or TUI Travel to differ materially from the expectations of TUI AG or TUI Travel, as applicable, include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not TUI AG combines with TUI Travel), interest rate and currency fluctuations, the failure to satisfy any conditions for the Merger on a timely basis or at all, the failure to satisfy the conditions of the Merger if and when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the failure of TUI AG to combine with TUI Travel on a timely basis or at all, the inability of the Combined Group to realise successfully any anticipated synergy benefits when the Merger is implemented, the inability of the Combined Group to integrate successfully TUI AG's and TUI Travel's operations and programmes when the Merger is implemented, the Combined Group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Merger when the Merger is implemented. Such forward-looking statements should therefore be construed in light of such factors. Neither TUI AG nor TUI Travel, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Other than in accordance with its legal or regulatory obligations, neither TUI AG nor TUI Travel is under any obligation and TUI AG and TUI Travel each expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the UK Financial Services and Market Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for TUI AG or TUI Travel, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for TUI AG or TUI Travel, as appropriate. Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Further information This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be effected solely by means of the Scheme Document which, together with the forms of proxy, will contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger. TUI Travel will prepare the Scheme Document to be distributed to TUI Travel Shareholders and TUI AG will prepare the TUI AG EGM Invitation to be distributed to existing TUI AG Shareholders. TUI AG will also publish the TUI AG Prospectus containing information about the New TUI AG Shares and the Combined Group. TUI Travel urges TUI Travel Shareholders to read the Scheme Document and the TUI AG Prospectus when they become available because they will contain important information in relation to the Merger, the New TUI AG Shares and the Combined Group. TUI AG urges existing TUI AG Shareholders to read the TUI AG EGM Invitation and the TUI AG Prospectus when they become available because they will contain important information in relation to the Merger, the New TUI AG Shares and the Combined Group. Any vote in respect of the Scheme, or any vote in respect of the resolutions to be proposed at the TUI AG EGM to approve the Direct Capital Increase, the Conditional Capital Increase and related matters, should be made only on the basis of the information contained in the Scheme Document and the TUI AG Prospectus, or the TUI AG EGM Invitation and the TUI AG Prospectus, as appropriate. This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the UK. This announcement does not constitute a prospectus or prospectus equivalent document. Please be aware that addresses, electronic addresses and certain other information provided by TUI Travel Shareholders, persons with information rights and other relevant persons for the receipt of communications from TUI Travel may be provided to TUI AG during the Offer Period as required under Section 4 of Appendix 4 to the Code. Notes to United States investors in TUI Travel TUI Travel Shareholders in the United States should note that the Merger relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included in this announcement has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. TUI Travel is organised under the laws of England. TUI AG is organised under the laws of Germany. All of the officers and directors of TUI Travel and TUI AG are residents of countries other than the United States. The majority of the assets of TUI Travel and TUI AG are located outside of the United States. As a result, it may not be possible to effect service of process within the United States upon TUI Travel, TUI AG, or any of their respective officers or directors, or to enforce outside the United States judgements obtained against TUI Travel, TUI AG, or any of their respective officers or directors in US courts, including, without limitation, judgements based upon the civil liability provisions of the US federal securities laws or the laws of any state or territory within the United States. It may not be possible to sue TUI Travel and TUI AG or their respective officers or directors in a non-US court for violations of US securities laws. It may be difficult to compel TUI Travel, TUI AG and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court. None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, TUI AG or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase TUI Travel Shares outside of the United States, other than pursuant to the Merger, until the date on which the Merger becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be available from the Regulatory Information Service of the London Stock Exchange available at http://www.londonstockexchange.com. Notes regarding New TUI AG Shares The New TUI AG Shares to be issued pursuant to the Scheme have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States or the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New TUI AG Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. The New TUI AG Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. For the purpose of qualifying for the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof with respect to the New TUI AG Shares issued pursuant to the Scheme, TUI Travel will advise the Court that its sanctioning of the Scheme will be relied upon by TUI AG as an approval of the Scheme following a hearing on its fairness to TUI Travel at which hearing all TUI Travel shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders. Neither the SEC nor any US state securities commission has reviewed or approved this document, the Scheme, or the issue of the New TUI AG Shares, and any representation to the contrary is a criminal offence in the United States. Accordingly, the New TUI AG Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction if to do so would constitute a violation of relevant laws of, or would require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws). Publication on websites and availability of hard copies A copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on TUI Travel's website at www.tuitravelplc.com and on TUI AG's website at www.tui-group.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated, and do not form part of, this announcement. TUI Travel Shareholders may request a hard copy of this announcement by contacting TUI Travel Investor Relations during business hours on +44 (0) 1293 645 831 or by submitting a request in writing to TUI Travel Investor Relations at TUI Travel's Head Office at TUI Travel House, Fleming Way, Crawley Business Quarter, Crawley, West Sussex RH10 9QL. Existing TUI AG Shareholders may request a hard copy of this announcement by contacting TUI Investor Relations during business hours on +49 511 566 1425 or by submitting a request in writing to TUI AG Investor Relations at TUI AG's Head Office at Karl-Wiechert-Allee 4, 30625 Hanover, Germany. TUI Travel Shareholders and existing TUI AG Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy form. Rounding Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND TUI TRAVEL SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW TUI AG SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE TUI AG PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE FOR IMMEDIATE RELEASE 15 SEPTEMBER 2014 RECOMMENDED ALL-SHARE MERGER OF TUI TRAVEL PLC AND TUI AG 1. Introduction Further to the announcements made by TUI Travel and TUI AG on 27 June 2014 and 25 July 2014, the Independent Directors of TUI Travel and the Executive Board (Vorstand) of TUI AG are pleased to announce that they have reached agreement on the terms of a recommended all-share nil-premium merger of TUI Travel and TUI AG. The Merger is to be implemented by way of a UK Court-sanctioned scheme of arrangement of TUI Travel, involving TUI AG issuing New TUI AG Shares as consideration. Upon Completion, the enlarged share capital of TUI AG will be admitted to listing on the premium segment of the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange. The Combined Group will seek inclusion in the FTSE UK Index Series (including FTSE 100). The Merger will result in the creation of the world's number one integrated leisure tourism business, clearly positioned as a fully vertically-integrated tour operator with enhanced long-term growth prospects. 2. The Merger Under the Merger, which will be subject to the Conditions and terms set out in Appendix I to this announcement and to the further terms to be set out in the Scheme Document, TUI Travel Shareholders (other than TUI AG and certain connected parties) will receive: 0.399 New TUI AG Shares in exchange for each TUI Travel Share held by them at the Scheme Record Time Taking into consideration TUI AG's existing stake in TUI Travel, the Merger is expected to result in TUI Travel Shareholders (other than TUI AG and certain connected parties) owning 46% of the Combined Group and existing TUI AG Shareholders owning 54% of the Combined Group, on a fully diluted basis. Based on the Exchange Ratio and the closing share prices as at 12 September 2014 (being the last practicable date prior to the release of this announcement), the Combined Group would have a fully-diluted equity value of approximately EUR6.5 billion (£5.2 billion). 3. Background to and reasons for the Merger TUI AG owns the most recognised travel brand in Europe. With over 230 hotels and more than 155,000 beds, it is Europe's largest holiday hotelier. With seven ships, its cruise operation is one of Europe's most successful. Having rationalised its businesses through "one TUI", it has ambitious growth plans to double the size of its content. TUI Travel is one of Europe's leading leisure tourism groups and operates as a single organisation with a portfolio of tour operator brands servicing more than 30 million customers. Having differentiated itself from the rest of the industry, its growth is focused on the continued development of Unique Holidays, which are available exclusively through its brands, distributed directly through its own channels with significant numbers of its customers flying on its modern holiday airline fleet. The Merger would bring together the content portfolio of hotels and cruise ships of TUI AG with access to customers through the distribution capability and Unique Holiday concepts of TUI Travel. It will create a pure play fully-integrated leisure tourism group that is a global leader, capable of covering each level of the value chain which allows delivery of a complete end-to-end customer experience with access to Unique Holiday content. Reasons for the Merger (a) Accelerate growth and future-proof the vertically integrated business model (i) Opportunity to accelerate long-term growth of the Combined Group by accessing high-quality content on an exclusive basis The Merger will strengthen and future-proof the Combined Group's fully vertically-integrated business model by securing access to hotel and cruise ship content on an exclusive basis for its Mainstream customers. Approximately 15% of TUI Travel's total existing Mainstream hotel content is currently provided by TUI AG, with the remainder supplied through its own hotels and resorts division (10%) and third parties (75%). Enhances certainty of supply for the continued growth of Unique Holidays Unique Holidays, which can only be bought or are only available from TUI Travel, are fundamental to the business' current success and would remain central to the strategy of the Combined Group (outlined in section 4 below). Unique Holidays provide a superior customer offering and competitive advantage versus the commodity competition, through an earlier booking profile and higher levels of customer satisfaction and retention. Approximately 30% of Mainstream's Unique Holiday content is already supplied by TUI Travel and TUI AG hotels. TUI Travel currently targets a proportion of Unique Holidays of 76% by the financial year 2016/17, and plans to grow its core Unique Holidays offering by approximately 60 hotels by the financial year 2018/19. The Merger would provide certainty of supply for the continued growth of Unique Holidays. (ii) Enhances and de-risks Mainstream content growth as a result of integration Further vertical integration means that the Combined Group will have a single view of the customer and will therefore be able to develop the right content to fulfil customer desires. It will also be able to develop new properties more quickly in the knowledge that these properties will have direct access to TUI Travel's customers as potential guests, and with higher levels of utilisation. The opportunities for de-risked growth - on a global scale - are potentially very significant. TUI AG currently plans to add more than 30 new hotels and two new cruise ships to its current portfolio by the financial year 2018/19. The Merger provides the potential for the Combined Group to double the pace of existing TUI AG content growth through further vertical integration, with more than 30 additional hotels and up to two additional new cruise ships. Historic annual performance suggests a potential contribution to EBITA of EUR1.4 million (£1.1 million) per hotel and a substantial contribution per ship (under the TUI Cruises business model) (see endnote 9) . It is expected that the acceleration of content growth will drive customer and top-line growth for the Combined Group. These developments will also enable the Combined Group to attract additional unique content externally, since content providers want to be associated with a winning distribution model, thereby creating a virtuous circle. This will also help to ensure an optimal mix of owned, joint venture, managed and third-party hotels. (iii) Reinforces the Combined Group's competitive advantage versus non-integrated leisure travel businesses through further control over the end-to-end customer experience TUI Travel already operates as a vertically-integrated tour operator, enabling interaction with the customer throughout their holiday experience. This has given the business a competitive advantage versus its non-vertically integrated competitors, such as online travel agents and low-cost carriers, who have a more limited relationship with the customer. Further vertical integration will strengthen this competitive advantage covering the whole holiday experience value chain for customers from research and booking, including pre-trip arrangement, to on-holiday experience and journey, as well as after holiday services. In summary, the Merger is expected to deliver material value to all TUI Travel Shareholders and existing TUI AG Shareholders, with a continuation of strong leadership. (b) Deliver significant synergies, increased occupancy and cost savings Accelerated growth is the key driver for the proposed combination of TUI AG and TUI Travel through the Merger. However, significant financial benefits are expected in a number of areas as a result of combining the two businesses and focusing on the Mainstream tourism business. The New Executive Board of TUI AG believes that the principal sources of financial benefits will be as set out below. For the avoidance of doubt, the (i) corporate streamlining; (ii) cash tax benefits and (iii) integration of Inbound Services into the Mainstream tourism business outlined below comprise the Quantified Financial Benefits Statement


Die wichtigsten Finanzdaten auf einen Blick
  2016 2017 2018 2019 2020 2021 2022e
Umsatzerlöse1 17.153,90 18.535,00 18.468,70 18.928,10 7.943,70 4.731,60 0,00
EBITDA1,2 1.305,10 1.490,90 1.494,30 1.277,50 -1.355,00 -1.000,40 0,00
EBITDA-Marge3 7,61 8,04 8,09 6,75 -17,06 -21,14 0,00
EBIT1,4 905,70 1.006,60 1.053,90 767,70 -2.927,40 -2.012,80 0,00
EBIT-Marge5 5,28 5,43 5,71 4,06 -36,85 -42,54 0,00
Jahresüberschuss1 1.152,20 761,40 813,60 532,10 -3.139,10 -2.480,90 0,00
Netto-Marge6 6,72 4,11 4,41 2,81 -39,52 -52,43 0,00
Cashflow1,7 1.034,70 1.583,10 1.150,90 1.114,90 -2.771,90 -151,30 0,00
Ergebnis je Aktie8 1,78 1,10 1,25 0,71 -5,34 -2,58 0,16
Dividende8 0,63 0,65 0,72 0,54 0,00 0,00 0,00
Quelle: boersengefluester.de und Firmenangaben

  Geschäftsbericht 2021 - Kostenfrei herunterladen.  
1 in Mio. Euro; 2 EBITDA = Ergebnis vor Zinsen, Steuern und Abschreibungen; 3 EBITDA in Relation zum Umsatz; 4 EBIT = Ergebnis vor Zinsen und Steuern; 5 EBIT in Relation zum Umsatz; 6 Jahresüberschuss (-fehlbetrag) in Relation zum Umsatz; 7 Cashflow aus der gewöhnlichen Geschäftstätigkeit; 8 in Euro; Quelle: boersengefluester.de

Wirtschaftsprüfer: Deloitte

INVESTOR-INFORMATIONEN
©boersengefluester.de
TUI
WKN Kurs in € Einschätzung Börsenwert in Mio. €
TUAG00 1,591 Halten 2.840,26
KGV 2023e KGV 10Y-Ø BGFL-Ratio Shiller-KGV
7,23 14,19 0,50 -7,30
KBV KCV KUV EV/EBITDA
7,91 - 0,60 -4,89
Dividende '20 in € Dividende '21e in € Div.-Rendite '21e
in %
Hauptversammlung
0,00 0,00 0,00 08.02.2022
Q1-Zahlen Q2-Zahlen Q3-Zahlen Bilanz-PK
08.02.2022 12.05.2021 12.08.2021 08.12.2021
Abstand 60Tage-Linie Abstand 200Tage-Linie Performance YtD Performance 52 Wochen
-32,30% -42,31% -41,10% -63,15%
    
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Touristik , TUAG00 , TUI1 , XETR:TUI1