Saying they will “join forces to redefine travel experience globally,” airport hospitality companies Dufry and Autogrill have agreed to combine to create a “new, integrated global travel experience player.”
Dufry is a leading global travel retailer operating more than 2,300 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas in 66 countries. Dufry is the parent company of Hudson, which has a broad reach of airport retail operations in North America.
Autogrill is a leading global provider of food and beverage services for travelers, operating mainly in airports, motorways and railway stations. It has a presence in 30 countries with more than 800 locations. Autogrill is the parent company of HMSHost, the largest airport food and beverage operator in North America.
Autogrill is majority owned by Edizione, a company controlled by the Benetton family.
Globally, the combined entity will address 2.3 billion passengers in more than 75 countries in around 5,500 outlets across around 1,200 airport and other locations. The companies had combined, pro-forma revenue of CHF13.6 billion (US$13.9 billion) in 2019 and EBITA of CHF1.4 billion (US$1.43 billion) in 2019.
In a statement, Dufry said the enlarged group “redefines the boundaries of the industry and will focus on enriching the passenger journey based on experience and innovation.” The company expects more integrated and digitalized offerings across travel retail and food and beverage, providing landlords, airport partners and brands with an enhanced service portfolio.
“Dufry significantly strengthens its presence in the highly attractive and resilient U.S. market, while adding opportunities in other key geographies including APAC, Latin America, the Middle East and Africa,” the company said.
Xavier Rossinyol, CEO of Dufry, will serve as CEO of the enlarged company. Gianmario Tondato da Ruos, Autogrill’s current CEO, will become executive chairman of the North American business of the combined entity.
“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,” Rossinyol said in a statement. “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.
“With a culture of prioritizing serving customers while relentlessly driving operational efficiencies and actively managing our portfolio of concessions, we will be able to drive growth and innovation as well as profitability,” Rossinyol added.
Tondato da Ruos added: “A new cycle opens that will allow us to unleash a whole array of options centered around the needs of travelers 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 Transaction
Edizione, through a wholly owned subsidiary, will transfer its entire stake of 50.3 percent in Autogrill to Dufry at an exchange ratio of 0.158 new Dufry shares for each Autogrill share. 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 by receiving 0.158 new Dufry shares for each Autogrill share (same exchange ratio as offered to Edizione). Alternatively, Autogrill shareholders are offered a cash alternative equivalent to of EUR 6.33 per Autogrill share.
At closing, Edizione will become the major shareholder in the combined entity. The closing of the transaction is subject to regulatory approvals, the approval by Dufry’s shareholders, as well as other conditions.
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.
Effective upon completion of the transfer, Dufry and Edizione will enter into a long-term relationship agreement, which underlines the commitment of Edizione as long-term strategic anchor shareholder supporting the enhanced strategy of the combined entity.
