Financial Advisor to Autogrill in the strategic business combination with Dufry

On July 11th 2022, Edizione S.p.A., the majority shareholder of Autogrill S.p.A., and Dufry AG announced the signing of an agreement aimed at creating a global company in the food & beverage and retail services for travelers, through a strategic business combination between Autogrill and Dufry

Autogrill is a leading global provider of food & beverage services for travelers, operating mainly in airports, motorways and railway stations with a broad geographical reach. It has a presence in 30 countries on 4 continents, through more than 800 locations and managing approx. 3,300 points of sale, with EUR 5.0bn sales and 0.5bn EBITDA in FY2019.

Dufry is the leading global travel retailer operating over 2,300 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas, in more than 420 locations in 66 countries across all six continents, with CHF 8.6bn sales and 0.9bn EBITDA in FY2019.

The combined entity will address 2.3 billion passengers in more than 75 countries in around 5,500 outlets across 1,200 locations (of which 350 airports) with CHF 13.6bn sales (2019 pro-forma), CHF 1.4bn EBITDA (2019 pro-forma, pre-IFRS 16) and more than 60,000 employees, for a combined market cap of ~CHF 6bn.

Edizione, which currently owns a 50.3% stake in Autogrill, will become the largest shareholder of the new Group with a stake between 25% and 20% at the end of the transaction (depending on the acceptance of the Mandatory Tender Offer as per below), corresponding to an exchange ratio of 0.158 (based on 3-month VWAP of Autogrill and Dufry share prices prior to April 14th 2022).

Following the closing of the transfer, Dufry will launch a Mandatory Tender Offer for the remaining Autogrill shares, offering Autogrill shareholders the ability to participate in the future of the combined entity (same exchange ratio offered to Edizione). Alternatively, Autogrill shareholders are offered a cash alternative equivalent to of EUR 6.33 per Autogrill share.

Closing of the whole transaction is expected in 2Q-2023 and subject to antitrust and regulatory approvals, the approval by Dufry’s shareholders at the Extraordinary General Meeting, as well as other conditions.

The signing of this deal confirms Mediobanca long-standing relationships with the Benetton family and the Autogrill team and the absolute leadership in the specialty retail segment, having followed all the major transactions in the Italian landscape over the last 24 months.

It also further demonstrates Mediobanca capabilities in executing complex deals in a difficult market environment, by leveraging on cross-teams competences, from corporate finance to debt division and equity capital markets, thus creating real value for our clients and showing how large cross border M&A, with compelling strategic logic, is still relevant on clients’ agenda despite volatile market conditions.

Il tuo browser non è aggiornato!

Aggiornalo per vedere questo sito correttamente.

IT’S TO SAVE ENERGY!

This screen means your monitor consumes less energy when your computer is idle

Just move your mouse to start browsing again