Dufry is on the cusp of creating a powerful new business entity across travel retail and travel F&B as it today (3 February) concluded the transfer of the 50.3% stake in Autogrill S.p.A held by Edizione S.p.A (via a wholly owned subsidiary).

As expected, Edizione will now become Dufry’s largest shareholder, with a confirmed stake of around 27.5%.

The combined entity will serve 2.3 billion passengers in excess of 75 countries in around 5,500 outlets across approximately 1,200 airports and other locations, the travel retailer confirmed in a statement.

It will command turnover of around CHF 14 billion (2019 pro-forma) and EBITDA of around CHF 1.3 billion of EBITDA (2019 pro-forma, pre-IFRS 16).

Governance defined

Dufry Chief Executive Officer Xavier Rossinyol will lead the combined Group as CEO and Yves Gerster will continue as Group Chief Financial Officer.

Alessandro Benetton has become Honorary Chairman of Dufry, while Juan Carlos Torres continues as Chairman of the new enlarged company.

The Dufry Board of Directors welcomes Alessandro Benetton (Chairman of Edizione) and Enrico Laghi (CEO of Edizione), both having been conditionally elected to the Dufry Board at the Extraordinary General Meeting of Shareholders held on 31 August, subject to the closing of the transaction.

As a result, the Dufry Board is comprised of Juan Carlos Torres, Chairman; Alessandro Benetton, Honorary Chairman; Enrico Laghi, Vice Chairman; Heekyung Jo Min, Lead Independent Director, Chair of the Nomination and ESG Committee; Mary G. Steel Guilfoile, Chair of the Audit Committee; Luis Maroto Camino, Chair of the Remuneration Committee; Xavier Bouton; Joaquín Moya-Angeler Cabrera; Ranjan Sen; Lynda Tyler-Cagni and Eugenia M. Ulasewicz.

Among a series of coinciding changes at Autogrill, Paolo Roverato has been named Chief Executive Officer.

Former CEO Gianmario Tondato Da Ruos, Alessandro Benetton, Franca Bertagnin Benetton, Massimo Di Fasanella d’Amore Di Ruffano, Simona Scarpaleggia and Paolo Zannoni have resigned from their respective offices.

The mandatory public exchange offer for the remaining Autogrill shares (excluding treasury shares), will now launch.

The full transaction, including the mandatory exchange offer settlement, is expected to complete by the end of Q2 2023.

As per the business combination, which TRBusiness reported in July 2022, Edizione (through its wholly owned subsidiary Schema Beta S.p.A.) was issued mandatory convertible non-interest bearing notes convertible into an aggregate of 30,663,329 newly issued Dufry shares, at an implied exchange ratio of 0.158 new Dufry shares for each Autogrill share.

Edizione exercised its conversion right following the closing of the transfer and was issued 30,663,329 Dufry shares (equal to 25.246% of Dufry’s registered share capital).

Taking into account the additional Dufry shares acquired on the market between the signing and the closing by Edizione, the latter holds a stake of about 27.5% of Dufry’s registered share capital.

Praise for Tondato Da Ruos

Xavier Rossinyol, CEO of Dufry, commented: “I thank Edizione and its Chairman Alessandro Benetton as well as CEO Enrico Laghi for their trust in sharing our vision and supporting our strategy through their long-term commitment as a Dufry shareholder.

“I also thank Paolo Roverato and Gianmario Tondato Da Ruos, Chairman and CEO of Autogrill respectively, for their key role and continued support in this transaction.

“Moreover, I thank the Dufry Board of Directors and its Chairman Juan Carlos Torres for their contribution towards this transformative business combination as well as all our shareholders for their trust in Dufry and our new strategy Destination 2027.

“I am looking forward to working together as a strong team combining the know-how and – above all – the passion of the Dufry and Autogrill colleagues. We will leverage our mutual skills to develop more compelling offers for our customers and build the next generation of travel experience together.

“I am grateful to Dufry’s and Autogrill’s employees for their tireless work and significant contributions in bringing our joint vision to life.”

Alessandro Benetton, Chairman of Edizione, added: “Edizione, an Italian industrial holding company and now Dufry’s largest shareholder, considers its shareholding in Dufry strategic, as are Atlantia and Benetton Group; as such, Edizione will give its maximum strategic, financial and operational support to this important project, in particular by focusing its commitment on three essential themes: sustainable growth, attention to the many people who work daily in the organisation and compelling international vision.

“I would like to extend my sincere thanks to the outstanding Edizione and Dufry teams who worked on the transaction.”