Dufry AG (SWX:DUFN) entered into a definitive agreement to acquire 42.6% stake in Hudson Ltd. (NYSE:HUD) for approximately $310 million on August 19, 2020. Under the terms of transaction, Dufry will acquire all of the equity interests in Hudson that it does not already own for $7.7 in cash for each Hudson Class A share. The transaction will be funded by equity rights offering. Upon completion of the transaction, Hudson will become an indirect wholly owned subsidiary of Dufry and will be delisted from the New York Stock Exchange. Dufry shall pay to Hudson a termination fee of $6 million or $12 million, respectively, if the merger is not consummated by December 18, 2020 or April 18, 2021, respectively, Dufry is not entitled to receive a termination fee payable by Hudson. The transaction is subject to approval by the holders of a majority of Hudson's outstanding common shares, successful completion of an equity rights offering by Dufry to finance the transaction, the approval of the equity capital increase necessary for such rights offering by Dufry's shareholders, the consent of Dufry's lenders under its existing credit facilities as well as other customary closing conditions. The terms of the transaction were negotiated, unanimously recommended, and approved by the independent directors of Hudson who formed a special committee to negotiate with Dufry, given Dufry's existing ownership stake in Hudson and representation on Hudson's Board of Directors. The completion of the merger is not conditioned upon any regulatory approvals having been obtained. The transaction has been unanimously approved and recommended by the Board of Directors of Dufry and a special committee of independent directors of Hudson, as well as the Board of Directors of Hudson. The transaction is expected to be completed in the fourth quarter of 2020.

Cravath, Swaine & Moore LLP acted as legal advisor and Lazard Frères & Co. LLC and Banco Santander, S.A. acted as financial advisors and fairness opinion providers to special committee of Hudson. UBS Investment Bank acted as financial advisor and Daniel Brass, John B. Meade and Jeffrey P. Crandall of Davis Polk & Wardwell LLP, Appleby and Frank Gerhard, Andreas Müller, Jürg Frick, Dieter Grünblatt and Reto Heuberger of Homburger AG acted as legal advisors to Dufry AG. Philippe Weber and Thomas Brönnimann of Niederer Kraft Frey Ltd acted as legal advisors for Dufry. Conyers Dill & Pearman acted as a legal advisor to Dufry AG. Lazard Frères & Co. LLC will receive a fee of $3 million for its services, of which $1.5 million was payable on the date of the opinion and $1.5 million of which is contingent upon the closing of the merger. Banco Santander will receive a fee of €0.8 million ($0.9 million) in connection with the rendering of its opinion to the Hudson special committee.

Dufry AG (SWX:DUFN) completed the acquisition of 42.6% stake in Hudson Ltd. (NYSE:HUD) on December 1, 2020. The closing of the transaction follows a special general meeting of Hudson's shareholders held on November 30, 2020, where Hudson's shareholders voted to approve and adopt the merger, by 98.59% of the votes cast at the meeting. Following shareholder approval and pursuant to the terms of the merger agreement, Hudson became an indirect wholly owned subsidiary of Dufry. Hudson's class A shareholders are entitled to receive $7.7 in cash for each class A share held. In connection with the completion of the merger, trading in Hudson's class A common shares on the New York Stock Exchange has been suspended on December 1, 2020, and the shares will be delisted in approximately 10 days.