Dufry AG (SWX:DUFN) signed a combination agreement to acquire a 50.3% stake in Autogrill S.p.A. (BIT:AGL) from Schematrentaquattro S.p.A. on July 11, 2022. Schematrentaquattro S.p.A. will transfer its entire stake of 50.3% in Autogrill to Dufry at an exchange ratio of 0.158 new Dufry shares for each Autogrill share. For technical reasons, Dufry will issue mandatory convertible notes to Edizione 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 mandatory convertible notes will be convertible at any time at Edizione's option and mandatorily convert six months after issuance; they carry no coupon. Following the closing of the Transfer, Dufry will launch a mandatory tender offer for the remaining Autogrill shares, offering Autogrill shareholders the ability to participate in the future of the combined entity by receiving 0.158 new Dufry shares for each Autogrill share. In compliance with Italian takeover law, Dufry will offer a cash alternative equivalent to €6.33 per Autogrill share in the mandatory tender offer. The mandatory tender offer will aim at ultimately delisting the Autogrill shares from Euronext Milan. Dufry expects to refinance any cash consideration in the mandatory tender offer with equity and/or debt instruments. At closing, Edizione will ultimately become Dufry's largest shareholder with a stake of between about 25% and 20% at the end of the transaction, depending on the level of Autogrill shareholders choosing to receive Dufry shares in the mandatory tender offer.

Upon completion of the transaction, the Group will adopt a new name, in order to reinforce the new identity created by the combination of the two industry leaders. Xavier Rossinyol will be the Chief Executive Officer of combined group. Edizione will be entitled to designate three representatives on the Board of Directors out of eleven. The Board of Directors of the combined entity will be chaired by Juan Carlos Torres. The Board of Directors will comprise of Dufry's current Board members as well as two representatives of Edizione, Alessandro Benetton (Chairman of Edizione) as Honorary Chairman and Enrico Laghi (Chief Executive Officer of Edizione) as Vice Chairman. Edizione has indicated its intention to nominate Paolo Roverato (Chairman of Autogrill) as additional Vice Chairman for election at the Dufry 2023 Annual General Meeting. Moreover, at the closing of the Transfer, Gianmario Tondato da Ruos, Autogrill's current Chief Executive Officer, will assume the position of Executive Chairman of the North American business of the combined entity. Yves Gerster will continue as Chief Financial Officer.

The closing of the Transfer is subject to regulatory approvals, including clearance from the relevant antitrust authorities and golden power competent authorities, granting by the banks of the bridge financing related to the mandatory tender exchange offer, the approval by Dufry's shareholders at the Extraordinary General Meeting, as well as other conditions including requisite lender consent under Dufry's existing multicurrency term and revolving credit facilities. The Board of Directors of Dufry unanimously approved the business combination. The Transfer is currently expected to close in Q1 2023. Dufry shareholders will benefit from EFCF per share accretion in the first year post closing. As of January 6, 2023, the transaction is expected to be close in the beginning of February 2023.

UBS and Credit Suisse acted as financial advisors to Dufry on this transaction. Andreas Müller, Frank Gerhard, Eduard De Zordi, Jürg Frick, Dieter Grünblatt, Reto Heuberger and Mariella Orelli of Homburger AG, Chiomenti and Frank J. Azzopardi, Daniel Brass, Adam Kaminsky, John B. Meade and Howard Shelanski of Davis Polk & Wardwell LLP are acting as legal advisors to Dufry. Morrow Sodali is acting as Information Agent on this transaction. Financial advisors for the transaction are BofA Securities for Edizione, Citigroup Global Markets Europe AG, Intesa Sanpaolo (IMI Corporate & Investment Banking Division) and Mediobanca Banca di Credito Finanziario S.p.A. for Autogrill. Legal advisors for the transaction are BonelliErede and Frédéric Neukomm and Jacques Iffland of Lenz & Staehelin for Edizione, Gianni & Origoni, Cleary Gottlieb Steen & Hamilton and Mayer Brown for Autogrill.

Dufry AG (SWX:DUFN) completed the acquisition of a 50.3% stake in Isracard Ltd. (TASE : ISCD) from Schematrentaquattro S.p.A. on February 3, 2023. Lazard S.r.l. acted as financial advisor to Autogrill S.p.A. in the transaction.