Homburger advises Dufry on the strategic combination with Autogrill

On July 11, 2022, Dufry AG (SIX: DUFN) announced to have reached an agreement with Edizione S.p.A. to join forces with Autogrill S.p.A. (XMIL: AGL) to create a new, integrated global Travel Experience player. The combined entity will serve over 2.3 bn passengers across all continents in around 5,500 outlets at around 1,200 airport and other locations.

Edizione S.p.A., through a wholly owned subsidiary, will transfer its entire stake of 50.3% in Autogrill to Dufry. As consideration therefor, Dufry will issue notes to Edizione mandatorily convertible into an aggregate of 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 new Dufry shares for each Autogrill share. The closing of the transfer is subject to regulatory approvals, the approval by Dufry’s shareholders at the extraordinary general meeting, as well as other conditions. Following closing of the transfer, Dufry will launch a mandatory tender offer for the remaining Autogrill shares.

Edizione will ultimately become Dufry’s largest shareholder; the parties will enter into a long-term relationship agreement.

Homburger acts as transaction counsel to Dufry. The Homburger team comprises partner Andreas Müller, partner Frank Gerhard, lead associate Carlo Sulser, associates Oliver Kneubühl and Stefan Luginbühl, and junior associates Thomas Leu and Matthias Müller (all Corporate / M&A; Capital Markets), counsel Eduard De Zordi and associate Olivier Baum (both Financing and Investment Products / Capital Markets), partners Dieter Grünblatt and Reto Heuberger (both Tax), and partner Mariella Orelli (Regulatory).