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Allen & Overy advises TUI AG on the implementation of the merger with TUI Travel PLC

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Schaefer Helge
Dr Helge Schäfer



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Mathews Stephen
Stephen Mathews



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31 October 2014

TUI AG has taken an important step forward regarding the planned merger with its British subsidiary TUI Travel PLC to form the world's largest integrated tourism group.
At the extraordinary general meeting on 28 October 2014, the TUI shareholders approved the resolutions proposed by the executive board and supervisory board by large majorities. The resolutions on the capital increase necessary for the merger were passed with a majority of more than 99%. At the same time, a resolution was passed to increase the number of supervisory board members from 16 to 20. 

On the same day in the UK, the minority shareholders of TUI Travel PLC, with a majority of almost 80%, voted in favour of the Scheme of Arrangement, which sets out that all shares in TUI Travel will be transferred to TUI AG following a corresponding court approval and which governs all key issues related to the merger. Currently, TUI AG holds a 54% (rounded) stake in its subsidiary.

The merged company will continue to be a stock corporation under German law and retain its seat in Hanover.  Following completion of the merger, the TUI share will be listed in the premium segment of the London Stock Exchange and will be included in the FTSE Index. It shall also be possible to trade the shares on a German stock exchange. 

The Allen & Overy team for TUI AG was led by partners Dr. Helge Schäfer (Hamburg), Stephen Mathews (London, both corporate/M&A) and comprised partners Dr. Oliver Seiler (capital markets, Frankfurt), Richard Hough (corporate/M&A, London) and Dr. Gottfried E. Breuninger (tax, Munich), counsels Dr. Knut Sauer (capital markets, Frankfurt) and Dr. Jens Wagner (corporate/M&A, Munich), senior associates Matthew Appleton (corporate/M&A, London), Michael Bloch (capital markets, London), Dr. Jonas Wittgens (corporate/M&A, Hamburg) and Dr. Magnus Müller (tax, Munich) as well as associates Katerina Engelbrecht and Karishma Naravane (both corporate/M&A, both London) and Patrick Miltner and Martin Rojahn (both capital markets, both Frankfurt).

Inhouse counsel (Hanover): Dr. Hilka Schneider (General Counsel & Chief Compliance Officer and member of the Executive Board), Marcus Beger (Group Legal Affairs).