dufry today launched theMandatory takeover bid on 48,9% of Autogrill's share capital to complete the merger operation between the Italian and Swiss companies and the new Cda he has appointed Paul Roverato managing director e Bruno Chiomento independent chairman of Autogrill. With the mandatory takeover bid Autogrill will go off the list stock exchange where it is listed on Euronext Milan and shareholders will be able to choose to have 0,1583 Dufry shares in exchange or 6,33 euros in cash. On the stock market today, Autogrill shares are at €6,63, down 0,72%. Currently, Dufry directly holds 193.730.675 ordinary shares of Autogrill representing 50,3% of the Issuer's share capital and Autogrill holds 3.181.641 treasury shares, equal to 0,8% of the share capital.
From the first catering point on the Milan-Novara line, a player in 75 countries
The story of Autogrill began in 1947 when Mario Pavesi, the creator of Pavesini biscuits, opened a small biscuit shop on the Milan-Turin road, near the Novara toll booth. The forerunner of the modern Autogrill was a local bar with tables and armchairs and an outdoor pergola and with a display case for the biscuits produced in the family factory nearby.
Now the merger will lead to the creation of a new world player in the catering and retail services sector for travellers. The combined entities will serve more than 2,3 billion travelers in 75 countries, employ approximately 60.000 people in 5.500 points of sale in 1.200 airports and other locations, with total revenues for 14 billion euros and an EBITDA of approximately 1,3 billion (pro forma 2019), said a note.
Alessandro Benetton: strategic alliance like Atlantia and Benetton Group
In recent days, the last preliminary steps for the launch of the takeover bid had been finalized with which Edizione, the majority shareholder of Autogrill, completed the transfer of its 50,3% stake in Autogrill, functional to the so-called "strategic business combination" between the Italian company and the Swiss Dufry. “Thanks to this industrial integration, two companies that are already international leaders in their reference sectors will give life to a global champion in commercial and catering activities at the service of travellers” he commented Alessandro Benetton, President of Edition. “In the years to come, the combined entity will in fact represent the ideal platform for seizing growth opportunities also thanks to new ideas and new services. Edizione, as an Italian company and the first shareholder of Dufry, considers its participation strategic, as they are Atlantia e Benetton Group and is ready to give maximum strategic, financial and operational support to this great project,” he added.
Edition received 30.663.329 Dufry shares (equal to 25,246% of the capital) through a bond loan non-interest bearing convertible into shares, according to agreements of July 2022. Considering the additional Dufry shares purchased on the market between the signing and the closing, Edizione holds a 27,5% stake, making it the main shareholder. With the takeover bid launched today, depending on the membership levels, Edition will hold an inclusive share between the 27,5% and the 22% of Dufry's capital.
Here is the new board: Roverato and Chiomento at the top
With the transfer of Autogrill shares from Edizione to Dufry, i new admins from Autogrill: 11 independent (Ernesto Albanese, Rosalba Casiraghi, Francesco Umile Chiappetta, Bruno Chiomento, Barbara Cominelli, Manuela Franchi, Francisco Javier Gavilan, Nicolas Girotto, Marella Moretti, Maria Pierdicchi, Emanuela Trentin) and 2 non-independent members (Xavier Rossinyol Espel and Paolo Roverato). The board then nominated Paul Roverato managing director e Bruno Chiomento independent chairman of Autogrill.
Under previous agreements, Alessandro Benetton becomes Honorary President with the task of promoting and coordinating, together with the Chairman of Dufry, the institutional relations between the main shareholders and the strategies. Henry Lakes assumes the position of Vice-Chairman, supporting the CEO, for Group integration issues and relations with the BoD on these issues.
I also made long-term commitments
The obligation to promote the tender offer follows the completion of the transfer of the Majority Stake to Dufry, as provided for in the Combination Agreement signed by Edizione (through Schema Beta) with Dufry and aimed at regulating a strategic business combination between Dufry and Autogrill, the note says. Dufry, Edition and Schema Beta have also entered into a long-term relationship agreement, which underscores Schema Beta's commitment as Dufry's long-term strategic key shareholder in relation to the Integration. Schema Beta has also undertaken a lock-up commitment on its stake in Dufry for a period of two years, subject to customary exceptions.
