After an engagement of a few years today it was held the marriage between Autogrill and the Swiss Dufry from which will be born a global group in the food and retail services sector for travellers, with combined revenues of over €12 billion and an Ebitda of around 1,3 billion (2019 data - pre pandemic).
The new group will operate in a potential market worth around 105 billion, more than four times the food & beverage market alone (equal to around 25 billion), will be active in more than 75 countries serving 2,3 billion passengers and drivers.
“This agreement allows the continuation of Autogrill's growth and development path, an asset that for Edizione will remain of a strategic nature. The merger will allow the creation of the world champion in the sector, with a leadership position in different geographies and on different services, also favored by important synergies within the new group” he says Alessandro Benetton, president of Edizione which controls Autogrill.
As for the governance of the new group Alessandro Benetton will join the Council of Directors as Honorary Chairman, Gianmario Tondato da Ruos will assume the position of executive chairman of all the North American activities of the new group; Enrico Laghi and Paolo Roverato (managing director of Edizione and president of Autogrill, respectively) will join the BoD as vice presidents. Juan Carlos Torres and Xavier Rossinyol they will be respectively Executive Chairman and CEO of the new group.
Last April the Benettons received almost 9 billion for the sale of Autostrade per l'Italia, held by Atlantia, based on theagreement with Blackstone, Macquarie and Cassa Depositi e Prestiti.
The first contacts between Ponzano and Basel began in 2013 when Rest had spun off the duty free business it acquired from dufry in 2015. Autogrill, under pressure due to closures due to Covid, last year carried out a capital increase of 600 million euros. On the other hand, Dufry still has a high level of debt (net financial position at -3,1 billion francs).
Autogrill-Dufry merger: takeover bid for 6,33 euro on Autogrill shares is on the way
The agreement signed by Edizione and Dufry defines the structure and mechanisms of the operation, which takes the form of a transfer to Dufry of the majority stake held in Autogrill by Edizione through its subsidiary Schema Beta, equal to 50,3% of the share capital in exchange for Dufry shares newly issued. At the closing, expected in the first quarter of 2023, Dufry will launch a tender offer aimed at the minority shareholders of Autogrill (aimed at the delisting).
The Swiss company will launch atakeover bid mandatory on the remaining shares. Will offer shareholders 0,158 new Dufry shares for each Autogrill share or a cash alternative equivalent to 6,33 euros per Autogrill share.
Autogrill shares sharply down, while Dufry shares rise in Zurich
In Milan the Autogrill shares – which rose in recent days on the wave of rumors – this morning they collapsed by 6,78% to 6,384 euros, while in Zurich those of dufry stand out with a leap to 33,72 Swiss francs, an increase of 7,94% in view of the synergies on costs, but also on the revenues that will be created with the operation.
Depending on the adhesion of Autogrill's minority shareholders to the public offer and their choice to receive Dufry shares (instead of the cash alternative), the stake of Edizione may settle in a range includingor between 25,2% and about 20% of Dufry's capital. Which will confirm Edizione in the position of major shareholder of the new group that will arise from the merger.
Advisor of the Mediobanca, Citi and Intesa Sanpaolo operation for Autogrill, Ubs and Credit Suisse for Dufry. The legal details are handled by BonelliErede and Lenz & Staehelin for Edizione, Gianni & Origoni, Cleary Gottlieb Steen & Hamilton and Meyer & Brown for Autogrill, Homburger, Chiomenti and Davis Polk & Wardwell for Dufry.
