SECURITIES & EXCHANGE COMMISSION EDGAR FILING
Form: SC 13E3
Date Filed: 2020-09-25
Corporate Issuer CIK: 1714368
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Name of the Issuer)
Dufry Holdco Ltd.
(Name of Persons Filing Statement)
Class A Common Shares, $0.0001 par value per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Brunngässlein 12, CH - 4052
+41 61 266 44 44
Attn: Legal Department
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to: John Meade Daniel Brass
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 (212) 450-4000
This statement is filed in connection with (check the appropriate box):
☐ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
☐ The filing of a registration statement under the Securities Act of 1933.
☐ A tender offer.
☒ None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
Amount of Filing Fee**
Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $7.70 for 39,417,765 issued and outstanding Class A common shares of the issuer subject to the transaction and (b) the product of 1,007,620 Class A common shares of the issuer issuable under outstanding RSUs, assuming any performance-based vesting conditions were earned at target level of performance, multiplied by $7.70 per RSU ((a) and (b) together, the "Transaction Value").
The amount of the filing fee was calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for the Fiscal Year 2020, was calculated by multiplying the Transaction Value by 0.0001298.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this "Schedule 13E-3" or this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by: Dufry AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law ("Dufry") and Dufry Holdco Ltd., a Bermuda exempted company and a wholly-owned subsidiary of Dufry ("Merger Sub") (collectively, the "Filing Persons").
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of August 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), and a related Statutory Merger Agreement (the "Statutory Merger Agreement"), by and among Dufry, Merger Sub and Hudson Ltd., a Bermuda exempted company ("Hudson"). Pursuant to the Merger Agreement and the Statutory Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into Hudson with Hudson being the surviving company in the merger (the "merger"). Upon completion of the merger, each Class A common share of Hudson, par value $0.001 per share ("Class A common share"), that is issued and outstanding at the effective time of the merger (other than Class A common shares held by Dufry, Merger Sub, Hudson or their wholly-owned subsidiaries) will be cancelled and converted into the right to receive $7.70, in cash, without interest. Upon completion of the merger, the Class A common shares will no longer be publicly traded, and shareholders (other than Dufry) will cease to have any ownership interest in Hudson, each Class B common share of Hudson, par value $0.001 per share ("Class B common share") will be converted into one fully paid and nonassessable common share of the surviving company without any further consideration payable in respect thereof.
A special committee (the "Special Committee") of the Hudson board of directors (the "Board of Directors") composed solely of independent and disinterested directors reviewed and considered the terms and conditions of the Merger Agreement, the Statutory Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement. The special committee unanimously recommended that the Board of Directors adopt resolutions approving and declaring advisable the transactions contemplated by the Merger Agreement and the Statutory Merger Agreement and recommending that the Hudson shareholders approve and adopt the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby. The Board of Directors, acting upon the unanimous recommendation of the Special Committee, by unanimous resolution of members in attendance at such meeting (a) determined that the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interest of Hudson shareholders, (b) approved the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, and (c) resolved to recommend that Hudson's shareholders approve and adopt the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger. Consummation of the merger is subject to certain conditions, including without limitation the approval of the Merger Agreement and the Statutory Merger Agreement and the transactions contemplated thereby by the affirmative votes of holders of a majority of the Hudson Class A common shares and Class B common shares (voting as a single class) in attendance via the virtual meeting website or represented by proxy at the special general meeting and entitled to vote on such proposal, the settlement and completion of a rights offering by Dufry sufficient to finance the merger consideration (and the approval of an increase in Dufry's share capital by Dufry's shareholders necessary to consummate such rights offering), the consent of certain of Dufry's lenders under its existing credit facilities, the consent of the joint global coordinators on behalf of the managers pursuant to the Accelerated Bookbuilding Agreement between Dufry and the managers named therein and other customary closing conditions.
Hudson will make available to its shareholders a shareholder circular (the "Shareholder Circular," a preliminary copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the special general meeting of Hudson's shareholders, at which Hudson's shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger. As of the date hereof, the Shareholder Circular is in preliminary form and is subject to completion.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Shareholder Circular, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item
herein are qualified in their entirety by the information contained in the Shareholder Circular. The cross- references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Shareholder Circular of the information required to be included in response to the items of Schedule 13E-3.
All information concerning Hudson contained in, or incorporated by reference into, this Transaction Statement and the Shareholder Circular was supplied by Hudson. Similarly, all information concerning each Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Shareholder Circular was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.
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Hudson Ltd. published this content on 25 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2020 21:54:01 UTC