SWITZERLAND/ITALY. Dufry and Autogrill (the latter through the Benetton family-controlled company Edizione) announced late tonight (10 July) that they had signed an agreement to join forces and create a new travel retail group that would “redefine travel experience globally”.
Dufry said that the two parties would be setting a new industry standard and anticipating consumer trends through an enhanced experience for passengers and greater benefits for landlords and brands.
Dufry, one of the most powerful players in travel retail, and the owner of Autogrill, the global leader in travel-related food and beverage, are combining to create a new integrated global travel experience player.
Edizione will become the largest shareholder of the new Group. Depending on the level of subscription to the mandatory tender exchange on offer, it will hold a stake of up to 25%.
Dufry is expected to launch a mandatory tender exchange offer to the market to exchange Autogrill shares for Dufry shares or alternatively for cash.
2.3 billion passengers will be addressed by the combined entity. There are some 1,200 airport and other locations with revenue of over 13 billion Swiss Francs and earnings of over 1 billion Swiss Francs.
The new Group Board of Directors will be chaired by Alessandro Benetton, who will promote and coordinate institutional relations with the group's main shareholders.
Gianmario Tondato da Ruos will be appointed Executive Chairman of all the North American activities of the new Group; Enrico Laghi and Paolo Roverato (CEO of Edizione and Chairman of Autogrill respectively) will both join
the Board of Directors of the new Group with the position of Vice Chairman.
The executive chairman and CEO of the new Group will be Juan Carlos and Xenia.
The transaction will create a widely diversified global platform with a strong presence in the United States and Europe and a significant base in high potential Asian markets.
The Group's addressable space will be more than four times larger than the food & beverage segment alone. A global player and an ideal platform to seize new growth opportunities not only in the sectors already covered today but also in new business sectors is what I mean.
The combination of the two industry leaders will cause the Group to change its name in order to reinforce its identity.
The new Group strategy and the creation of sustainable long-term value for our customers and shareholders will be reinforced by this combination.
A new corporate identity will be created to reflect the changes we are making. We will accelerate growth by fully focusing on consumers and the digital revolution and by offering additional value to landlords and airport partners with an expanded service portfolio.
We will be able to drive growth and innovation as well as profitability with a culture of prioritise serving customers and relentlessly driving operational efficiencies.
We are committed to our Esg principles and contribute to the environments we work in.
The know-how, skills and passion of the teams, both at Dufry and Autogrill, impress me. Together, we will build the next generation of travel experience.
“I want to express my admiration for what Gianmario Tondato da Ruos has achieved over the last two decades at Autogrill and his passion for the business. I thank him for continuing to support the company and me going forward.
I would like to extend my gratitude to the Chairman of the new combined company, Alessandro Benetton, for his trust, full alignment on the strategy and long-term commitment to the company.
A new cycle will allow us to unleash a whole array of options centered around the needs of travellers around the world. The business combination will allow for a flurry of innovations in its offerings, which will translate into more enjoyable travel experiences. It's an opportunity for our stakeholders.
The continuation of Autogrill's growth and development path is an asset that will remain strategic for the company.
The creation of the world champion in the sector, with a leadership position in different geographies and on different services, as well as important synergies within the new Group, will be possible thanks to the union between Autogrill and Dufry.
Autogrill will bring with it its values and corporate culture, particularly in the areas of sustainable development and innovation. We immediately recognized a common vision and values, combined with a managerial culture and skills of the highest level, in Dufry.
Dufry strives to be at the forefront of services and products offered to travelers, airports and brands for years. Dufry wants to define the travel experience in a way that creates value for everyone.
The combination of the two groups will create a new leader in travel experience and allow us to significantly increase our presence in core markets such as the US.
The board and myself would like to thank the management teams for their hard work and effort in making this happen.
Dufry said in a statement that the transformational combination was a good fit and would support its new long-term strategy. That was added by it.
• The enlarged group redefines the boundaries of the industry and will focus on enriching the passenger journey based on experience and innovation • More integrated and digitalised offerings across travel retail & F&B provide landlords, airport partners and brands with an enhanced service portfolio • Dufry significantly strengthens its presence in the highly attractive and resilient US market, while adding opportunities in other key geographies including APAC, Latin America, the Middle East and Africa • The combination brings together two groups of highly experienced and strongly engaged professionals with complementary skill-sets, led by Xavier Rossinyol as CEO of the combined Group • Dufry shareholders will benefit from EFCF per share accretion in the first year post-closing based on cost synergies with annual run-rate of approx. CHF85 million • The enlarged entity will have a strengthened balance sheet with lower financial leverage compared to Dufry on a standalone basis, targeting a below 3x leverage level • Edizione, through a wholly owned subsidiary, 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 (referenced to the 3-month VWAP4 of Autogrill and Dufry shares prior to April 14, 2022) (the “Transfer”) • 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 (same exchange ratio as offered to Edizione). Alternatively, Autogrill shareholders are offered a cash alternative equivalent to of EUR6.33 per Autogrill share • At closing, Edizione will become the major shareholder in the combined entity
• The closing of the transaction is subject to regulatory approvals, the approval by Dufry’s shareholders at the Extraordinary General Meeting, as well as other conditions
The combined Group will be able to serve over 2.3 billion passengers across all continents in around 5,500 outlets at around 1,200 airport and other locations generating over 14 billion dollars in revenues and over 1.5 billion dollars in earnings before interest, taxes, depreciation and amortization.
Strong, mutual value-creating relationships with landlords, airport partners and suppliers will be enabled by the Group's global footprint and presence in more than 70 countries. Over 60,000 people from over 150 nationalities will be employed by the Group.
The combined entity is well-equipped to provide travellers with a redefined,holistic travel experience that reflects evolving consumer trends, according to Dufry.
Adding F&B to Dufry broadens our offering and gives us more contact points with travellers. The strategy of Dufry has always been to serve the traveler along its journey.
The structure and mechanisms of the transaction are defined in the agreement signed by Dufry and Edizione.
The exchange ratio of Dufry shares for each Autogrill share will result in Edizione holding 30,663,329 newly issued Dufry shares.
There are certain conditions that must be fulfilled in order for the transaction to be completed.
exchange offer;
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