Travelex plc Acquires Thomas Cook Financial Services Division

$630 Million Transaction Complements Travelex Foreign Currency Services

Press Release
November 9, 2000
LONDON -- Travelex plc, a leading global provider of foreign currency services, yesterday announced that it has acquired Thomas Cook Financial Services (TCFS), the global financial services arm of Thomas Cook Holdings Ltd., for $630 million (440 million pounds Sterling).

Travelex, founded in 1976, operates the largest network of airport foreign exchange branches in the world, provides global payments services to corporations, markets travel insurance and foreign coin services and has a unique transactional technology offering internet foreign exchange services to both retail and corporate customers. The Sunday Times of London ranked it the fifth fastest growing private company in the UK in May.

The transaction, subject to regulatory approval, is expected to close during the first quarter of 2001.

Worldwide, the two companies project operating profits totalling more than $90 million for the year 2000.

Thomas Cook, founded in 1841, is one of the oldest travel companies in the world. The transaction does not include the Thomas Cook Worldwide Travel Business, the firm's travel agency.

``This acquisition brings together two businesses that strongly complement one another in operational, geographical and financial terms,'' said Lloyd Dorfman, chairman and chief executive officer of Travelex. ``Retail foreign exchange, corporate payment services and outsourced travel money services are all strengthened with our addition of Thomas Cook Financial Services.''

Dorfman said the acquisition represented a unique opportunity for Travelex:

``There is an excellent fit between Travelex and TCFS with great potential to integrate and further develop the two businesses. The combined company will have a broad distribution network with a significant position in the fast-growing global payments business. Above all, it gives us a strong platform on which to create a truly world-leading, world-beating company.''

John Hempsey, Chief Executive Officer of Thomas Cook Financial Services said:

``I am delighted that we have a shareholder who is strategically interested in developing and growing this business. Separately we have both been very successful. Together we will be phenomenal.''

TCFS is headquartered in Peterborough, UK and has operations in the UK, Europe, North America, Latin America, the Middle East, Africa, Asia and Australasia. The firm operates three business units:

• Consumer Foreign Exchange, comprising the sale and purchase of banknotes, Travelers Cheques and other foreign exchange and travel related products and services for business or leisure travel.
• Corporate Foreign Exchange, providing foreign exchange and international payments services to businesses, predominantly those involved in international trade.
• Business Partners, providing services to financial institutions and other intermediaries including the provision of Travelers Cheques, travel assist services and prepaid cards as well as MoneyGram consumer money transmission.
• Travelex, one-third owned by 3i, Europe's leading venture capital company, said it would finance the acquisition through Barclays Bank plc.

Barclays Bank plc is underwriting the financing for the purchase consideration and providing guarantees to cover the issued and outstanding MasterCard and Visa travelers cheques of TCFS.

Travelex is being advised by UBS Warburg.


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Contact: 

     Travelex America, Inc.
     Anthony R. Horne, 516/663-5205
        or
     G.S. Schwartz & Company Inc.
     William G. Armstrong Jr./Gregory D'Elia, 212/725-4500