Air Berlin has announced plans to buy charter carrier Condor in a two-stage deal that could land Thomas Cook a near 30 per cent stake in Air Berlin.
The deal would see Air Berlin expand its fleet to around 160 planes, become Germany's second and Europe's fifth-biggest airline and give it a similar scale to low-cost rivals Ryanair and easyJet.
Thomas Cook, Europe's second-largest travel firm, will sell Condor to Air Berlin in two stages: 75.1 per cent in February 2009, and the remainder in February 2010 after Thomas Cook has exercised an option to buy Lufthansa's stake in Condor.
It is also subject to Lufthansa not exercising a pre-emption right to buy the Condor shares that Air Berlin is buying.
In return Thomas Cook will take up to a 29.9 per cent stake in Air Berlin worth between EUR380 million and EUR475 million, gain three seats on the airline's board and receive around EUR120 million in cash.
Thomas Cook joint chief executive, Manny Fontenla-Novoa, told reporters that the structure of the deal meant he did not expect it to trigger Lufthansa's right to buy the Condor shares, but a Lufthansa spokeswoman said she expected it would.
Thomas Cook's majority owner Arcandor demanded that Lufthansa decide within a week whether it would exercise its option but Lufthansa said it would not be rushed, adding it had until 2009 to decide.
The firms said they would save around EUR70 million a year by putting the two airlines together, adding they expected very few job losses.
It would be Air Berlin's third acquisition within a year, having already bought domestic rivals DBA and LTU. Keeping Thomas Cook's stake just below 30 per cent would allow it to avoid making a mandatory takeover offer for Air Berlin.
The UK-based firm said it expected the deal to be earnings enhancing in two years time.
Source: Anne MacNaughton