Dufry to pair with Benetton-controlled Autogrill to create new global entity

By Luke Barras-hill |

Autogrill Headquarters

Edizione will transfer its entire 50.3% stake in Autogrill to Dufry under the terms of the transaction.Source: Autogrill.

[UPDATED] Switzerland’s travel retail giant Dufry Group and travel food & beverage monolith Autogrill SpA have agreed to join forces in a combination that creates a major new player in global travel retail.

Edizione – wholly controlled by Italy’s Benetton family – will transfer its entire 50.3% stake of the issued share capital of Autogrill to Dufry at an exchange ratio of 0.158 new Dufry shares for each Autogrill share, a statement confirmed late last night (Sunday 10 July).

After the transfer, Dufry will launch a mandatory tender offer for the remaining Autogrill shares with its shareholders having the option to receive 0.158 new Dufry shares for each Autogrill share (the same exchange ratio as offered to Edizione).

Alternatively, Autogrill shareholders would be offered a cash alternative equivalent of €6.33 per Autogrill share.

On completion of the transaction, Edizione will become Dufry’s largest shareholder with a stake of between 20-25%.

The newly merged entity would serve 2.3 billion passengers in more than 75 countries across around 5,500 outlets in 1,200 airports and other locations.

Dufry CEO Xavier Rossinyol is set to lead the combined Group as CEO.

‘Transformative combination’

It is tipped to generate CHF 13.6 billion in revenues (2019 pro-forma) and CHF 1.4 billion of EBITDA (2019 pro-forma, pre-IFRS 16).

The transfer is currently expected to close in Q1 2023, subject to regulatory approvals, while the transaction inclusive of mandatory takeover offer settlement is expected to be completed by Q2 2023.

The significant development comes after both companies reacted to market speculation in late June by confirming discussions regarding a potential integration.

Dufry CEO Xavier Rossinyol will lead the combined Group as CEO, while the Board of Directors of the new entity will be chaired by Juan Carlos Torres.

Xavier Rossinyol, CEO of Dufry, commented: “I am very happy to lead this transformative combination, which I am sure will reinforce the new Group strategy and will create sustainable long-term value for our customers and shareholders.

“We are transforming our industry and redefining its boundaries, and we will create a new corporate identity to reflect this fundamental move. By executing on this unique opportunity, we will accelerate growth by fully focusing on consumers and the digital revolution, by offering additional value to landlords and airport partners with an expanded service portfolio, while further diversifying the Group and increasing our resilience.

“I am impressed by the know-how, skills and – above all – the passion of the teams, both at Dufry and Autogrill. I am sure that 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 thank Edizione and its Chairman Alessandro Benetton for their trust, full alignment on the strategy and long-term commitment to the new combined company, with great vision and precise execution.”

Gianmario Tondato da Ruos, CEO Autogrill, added: “A new cycle opens that will allow us to unleash a whole array of options centred around the needs of travellers worldwide. The business combination will enable a flurry of innovations in its offerings, which will translate into more enjoyable travel experiences across various geographies and channels. It represents an outstanding value creation opportunity for our stakeholders.”

The closing of the transaction is subject to regulatory approvals, approval of Dufry’s shareholders at the Extraordinary General Meeting, as well as other conditions.

In a statement, Dufry said the new combined entity is ‘well positioned to provide travellers with a redefined, holistic travel experience that reflects evolving consumer trends’.

Autogrill Headquarters

The newly merged entity would serve 2.3 billion passengers in more than 75 countries across around 5,500 outlets in 1,200 airports and other locations. Source: Autogrill.

Central to this will be the group’s strength in growing its digital capabilities, adapting offers and concepts to satisfy passengers and landlords.

The integration of travel retail, convenience and F&B allows the combined entity to bolster commercial relationship and generate added revenue for stakeholders, including being able to bid as a master concessionaire in contract negotiations.

In turn, the group will unlock the doors to greater diversification and optimisation across its business channels, including in the ‘attractive and resilient’ US market, in duty paid and multi-channel quarters.

Dufry says it will look to leverage growth opportunities in other attractive international markets including Asia Pacific, the Middle East, Latin America and Africa.

Meanwhile, changing consumer habits towards F&B consumption such as limited offerings on board spurring the propensity for travellers to spend on grab-and-go food and drinks boarding, coupled with the rising interest in regional food and demand for new experiences and concepts offers new opportunities, according to Dufry.

Juan Carlos Torres, Executive Chairman of Dufry added: “As a leader of travel retail, Dufry has strived to be at the forefront of services and products offered to travellers, airports and brands for years. Now, Dufry pledges to define the travel experience in a manner that creates value for all stakeholders.

“The combination of the two groups will create a new leader in travel experience and will allow us to significantly increase our presence in core markets, such as the US, and in the sector of travel F&B. In addition, this transaction will strengthen our balance sheet, reduce our leverage and create meaningful synergies.

“The Board of Directors unanimously approved the business combination, recognising the strategic fit and value generation. We encourage our shareholders to support this truly transformative, growth-enhancing and value-accretive transaction. On behalf of the board and myself, I would like to thank the Autogrill, Dufry, and Edizione management teams for their hard work and effort to make this strategic combination happen.”

Alessandro Benetton, Chairman of Edizione, added: “This agreement allows the continuation of Autogrill’s growth and development path, an asset that will remain strategic for Edizione. The union between Autogrill and Dufry will allow the creation of the world champion in the sector, with a leadership position in different geographies and on different services, also favoured by important synergies within the new Group.

“In this new reality, Autogrill will play a leading role, bringing with it its values and corporate culture, particularly in the areas of sustainable development and innovation. In Dufry and its current management, we immediately recognised a common vision and values, combined with a management culture and skills of the highest level recognised throughout the industry.”

Stay close to TRBusiness for more on this developing story


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