TUI AG (DB:TUI1) reached an agreement in principle to acquire remaining 52.24% stake in TUI Travel PLC (LSE:TT.) from Artemis Investment Management LLC, Marathon Asset Management, LLP, Legal & General Investment Management, J O Hambro Capital Management Group Limited and M&G Investment Management Limited for 2.4 billion.
As of September 15, 2014, Independent Directors of TUI Travel PLC (LSE:TT.) and TUI AG (DB:TUI1) have reached an 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. The transaction is expected to close by the end of 2014. As arranged in June, Tui Travel CEO Peter Long and Tui AG counterpart Friedrich Joussen will share the leadership until Long in 2016 transfers over to become chairman of the German-domiciled group's supervisory board. As of September 30, 2014 irrevocable conversion notices from 2014 convertible bond holders during August 2014, 15.8 million ordinary shares were issued in September 2014 and 83.7 million ordinary shares were issued between from October 1, 2014 to October 7, 2014. The carrying value of the 2014 convertible bond has been extinguished. As on October 28, 2014, the transaction has been approved by shareholders of TUI Travel PLC. The transaction is expected to close on or around December 15, 2014.
As of December 10, 2014, High Court made an order sanctioning the scheme under section 899 of the Companies Act 2006. The Scheme will become effective upon the delivery of the Court Order to the Registrar of Companies which is expected to occur on December 11, 2014. As on December 11, 2014, the Board of Directors of TUI Travel confirms that each of Friedrich Joussen, Sir Michael Hodgkinson, Horst Baier, Sebastian Ebel, Valerie Gooding, Janis Kong, Coline McConville, Minnow Powell, Erhard Schipporeit and Albert Schunk has notified the Board of his or her resignation from the Board with immediate effect. Following such resignations, the Board will comprise Peter Long, Johan Lundgren and William Waggott.
Berthold Fuerst, James Ibbotson, Peter Krueger and James Agnew of Deutsche Bank AG, David Wyles, Philip Meyer-Horn and Alex Usher-Smith of Greenhill & Co. acted as financial advisors and Helge Schaefer, Stephen Mathews, Richard Evans, Richard Hough, Oliver Seiler, Matthew Appleton, Jonas Wittgens, Gottfried E. Breuninger, Gregor Hong, Sabrina Wagner and Jens Wagner, Karishma Naravane, Katerina Engelbrecht, Tom Jokelson, Olivia Ferdi, Knut Sauer, Patrick Miltner, Martin Rojahn, Michael Bloch, Lydia Challen, Magnus Muel, Daniella Abel, Cathy Bell-Walker, Vanessa Xu, Thomas Neubaum, Patrick Reuter and Rebecca Rolf, Jeanette Cruz, Hilka Schneider and Marcus Beger of Allen & Overy LLP (Hamburg) and David Paterson, Roddy Martin, Ralf Thaeter, Hans-George Schulze, Gareth Sykes, Annemarie Lietmeyer and Martin Weatherston-Wilson of Herbert Smith Freehills acted as legal advisors for TUI AG. Nicholas Shott, Cyrus Kapadia, Vasco Litchfield and Aamir Khan of Lazard & Co., Limited, Jonathan Bewes and Ed Peel of Merrill Lynch International and Jim Renwick, Robert Mayhew and Alex de Souza of Barclays Bank PLC acted as financial advisors for TUI Travel PLC. PricewaterhouseCoopers LLP acted as an accountant for TUI AG and TUI Travel PLC. Citigroup Global Markets Deutschland AG acted as financial advisor for TUI AG. JPMorgan Chase & Co. (NYSE:JPM) acted as fairness opinion provider to TUI AG (DB:TUI1). Michael Sandler and Katie Matthews of Hudson Sandler acted as PR advisors for TUI Travel. Christopher Mayston, Nicolas Mähner, Stefan Schultes-Schnitzlein, Timo Holzborn of Orrick acted as legal advisor for Capita Group acting as trustee for shareholders.
TUI Travel and TUI AG were paid £10.5 million (13.1 million) and £13.5 million (16.9 million) in financial and corporate broking fee, £4.3 million (5.4 million) and £5.5 million (6.9 million) in legal advisory fee, £0.22 million (0.27 million) and £0.12 million (0.15 million) in public relation advisory fee respectively. TUI AG was paid £11.8 million (14.7 million) in accounting advisory fee. The conversions were done through www.oanda.com on September 30, 2014 and the advisory fee was converted using www.oanda.com on June 24, 2014.