Brief: Dufry Says Co And Autogrill Join Forces To Redefine Travel Experience Globally

Autogrill SpA

10/07/2022 23:58

July 10 (Reuters) - Dufry Ag  DUFN.S :
    * DUFRY AND AUTOGRILL JOIN FORCES TO REDEFINE TRAVEL
EXPERIENCE
GLOBALLY
    * PURSUANT TO COMBINATION AGREEMENT, EDIZIONE WILL TRANSFER
ITS
ENTIRE 50.3% STAKE OF ISSUED SHARE CAPITAL OF AUTOGRILL TO DUFRY
    * EDIZIONE WILL ULTIMATELY BECOME DUFRY'S LARGEST
SHAREHOLDER WITH
A STAKE OF BETWEEN ABOUT 25% AND 20% AT END OF TRANSACTION
    * DUFRY - CO TO LAUNCH MANDATORY TENDER OFFER FOR REMAINING
AUTOGRILL SHARES, OFFERING 0.158 NEW DUFRY SHARES FOR EACH
AUTOGRILL SHARE
    * DUFRY-IN COMPLIANCE WITH ITALIAN TAKEOVER LAW, DUFRY WILL
OFFER
CASH ALTERNATIVE EQUIVALENT TO EUR 6.33 PER AUTOGRILL SHARE IN
MANDATORY TENDER OFFER
    * DUFRY - CO'S SHAREHOLDERS TO BENEFIT FROM EFCFPER SHARE
ACCRETION IN 1ST YEAR POST-CLOSING BASED ON COST SYNERGIES WITH
ANNUAL RUN-RATE OF ABOUT CHF 85 MILLION
    * DUFRY EXPECTS TO REFINANCE ANY CASH CONSIDERATION IN
MANDATORY
TENDER OFFER WITH EQUITY AND/OR DEBT INSTRUMENTS
    * EDIZIONE WILL BE ENTITLED TO DESIGNATE THREE
REPRESENTATIVES ON
BOARD OF DIRECTORS OUT OF ELEVEN
    * EDIZIONE WILL ENTER INTO A LOCK-UP FOR A PERIOD OF TWO
YEARS
AFTER CLOSING, SUBJECT TO CUSTOMARY EXCEPTIONS
    * BOARD OF DIRECTORS OF COMBINED ENTITY WILL BE CHAIRED BY
JUAN
CARLOS TORRES
    * XAVIER ROSSINYOL WILL LEAD COMBINED GROUP AS CEO, WITH HIS
EXTENSIVE SKILLS IN BOTH TRAVEL RETAIL AND TRAVEL FOOD &
BEVERAGE
    * DUFRY - EDIZIONE WILL TRANSFER ITS ENTIRE STAKE OF 50.3%
IN
AUTOGRILL TO CO AT AN EXCHANGE RATIO OF 0.158 NEW DUFRY SHARES
FOR EACH AUTOGRILL SHARE
    * DUFRY - GIANMARIO TONDATO DA RUOS, AUTOGRILL'S CURRENT
CEO, WILL
ASSUME POSITION OF EXECUTIVE CHAIRMAN OF NORTH AMERICAN BUSINESS
OF COMBINED ENTITY
    * BOARD OF DIRECTORS UNANIMOUSLY APPROVED BUSINESS
COMBINATION,
RECOGNIZING STRATEGIC FIT AND VALUE GENERATION
    * DUFRY-CO TO ISSUE CONVERTIBLE NOTES TO EDIZIONE
CONVERTIBLE INTO
AN AGGREGATE OF 30.66 MILLION NEW CO SHARES, AT RATIO OF 0.158
CO SHARES FOR  AUTOGRILL EARNINGS PER SHARE
    * YVES GERSTER WILL CONTINUE AS GROUP'S CFO

Source text for Eikon:  ID:nEQc9NzRHa 
Further company coverage:  DUFN.S 

 ((Reuters.Briefs@thomsonreuters.com;))