ST. LOUIS -- Swiss-based Kuoni Travel Holding is entering the U.S. market with a proposal to buy upscale tour operator Intrav and its Clipper Cruise Line subsidiary for $115 million.

Barney Ebsworth, Intrav chairman of the board and owner of 75% of the company's common stock (NASDAQ: TRAV), agreed to the acquisition, which is expected to be completed by Sept. 30.

Intrav's shareholders have yet to approve the deal, but with Ebsworth's agreement, the transaction is virtually assured.

The 40-year-old St. Louis-based company, which went public in December 1996, operates 75 luxury programs, including private tours on the Concorde and chartered jets.

It owns four Clipper Cruise Line vessels specializing in deluxe small-ship itineraries in Alaska, Mexico and the Atlantic Coast. The four Clipper ships hold between 100 to 138 passengers.

Intrav reported sales of $126 million in 1998, an operating income of $10.3 million and a net income of $6.8 million.

Kuoni, one of Europe's largest travel companies, with annual sales of $3.5 billion, has no presence in the U.S. market except for a office in Atlanta selling its European ground services to U.S. operators.

A spokeswoman for Zurich, Switzerland-based Kuoni said Intrav will remain headquartered in St. Louis with its current management in place, including Paul Duynhouwer as president.

Duynhouwer will report to Peter Diethelm, Kuoni executive vice president in the U.K., who heads up the newly named Kuoni Strategic Business Unit for the U.K. and North America.

Kuoni, which has made several key acquisitions in European markets the last two years, typically "lets the company name remain and lets the company operate locally in its own markets," the spokeswoman said.

She said there were several reasons for Kuoni's interest in Intrav: the U.S. firm's upscale travel products fit well with Kuoni's products, particularly in the U.K.; the acquisition gives Kuoni the opportunity to own its own cruise ships, and the deal enables the company to become a player in the rapidly consolidating U.S. tour operator industry, where Kuoni sees "excellent growth potential."

"The U.S. compared to the European market is fragmented, and we believe will become more consolidated in the future," she said.

In addition, the acquisition will enable Kuoni to increase its purchasing power in destinations and gain the "know how" of a successful U.S. operator to expand in the U.S., she said.

Kuoni is the second major European-based travel company to acquire U.S. tour operators during the wave of consolidation sweeping the U.S. operator industry. U.K.-based Airtours purchased San Jose, Calif.-based SunTrips and Atlanta-based Vacation Express in the last two years.

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