Published July 10, 2022 at 6:57 PM EDT
Updated on July 11, 2022 at 1:45 AM EDT
By Tommaso Ebhardt and Antonio Vanuzzo
- Italian billionaire family to become major investor in Dufry
- Dufry to bid for whole company following the transaction
Switzerland’s Dufry AG agreed to buy Autogrill SpA from the Italian billionaire Benetton family, creating a new $6 billion player in the travel retail market.
The Benettons, who control Autogrill, will transfer their 50.3% stake to Dufry, receiving 0.158 new Dufry share for each Autogrill share, according to a statement early Monday. The Italian family will own as much as 25% of the group after the combination.
Dufry, the world’s biggest duty-free group, will then bid for the rest of Autogrill, with investors receiving either 0.158 new Dufry share or 6.33 euros ($6.4253) in cash for each share in the Italian company. The cash offer would value the Italian company at about 2.44 billion euros.
Basel-based Dufry and the Benettons have been talking about a potential tie-up for months, following a series of informal approaches over the past few years. Bloomberg News first reported about the deal in April. The offer price for minority investors is below Autogrill closing price on Friday. The exchange ratio is calculated on a 3-months average before the initial report on the talks.
The travel retail group emerging from a deal between Dufry and the Benettons had a combined market value of over $6 billion when preliminary talks were first reported in April. Dufry Chief Executive Officer Xavier Rossinyol will lead the combined group, according to the statement.
The combination with Dufry is the second major deal in recent months for Alessandro Benetton, who took the reins at family holding Edizione Holding SpA earlier this year. The Benettons in April agreed with Blackstone Inc. to take highway operator Atlantia SpA private, valuing the highway operator at 19 billion euros.
Alessandro Benetton will be named honorary chairman of Dufry. The family will also name two of its executives as deputy chairmen. Autogrill CEO Gianmario Tondato will be named head of North America operations.
Read more: Dufry Set to Combine With Benettons’ Autogrill for Travel Retail
Despite a recent round of chaos at airports across Europe, the travel industry has been bouncing back strongly from a brutal two-year stretch, with air-passenger numbers now edging close to pre-pandemic levels. In this context, Dufry and Autogrill “could garner operational gains” in a combination, according to Bloomberg Intelligence:
Autogrill and Dufry historically have led in global concessions catering and travel retail, respectively, and overlap mainly in Europe and North America, so they could garner operational gains in a tie-up, including favorable rents, purchasing and logistics. The two have some product alignment, especially in the US, with Autogrill having acquired convenience retail brands in the past six years, while Dufry is expanding in food service.Conroy Gaynor, BI Industry Analyst
Still, some analysts see only limited opportunities from synergies in combining airport and highway businesses, and some have pointed to financing hurdles given Dufry’s “depressed” operating cash flow.
The combined group will have 5,500 outlets at around 1,200 airports and other locations, according to the statement. The deal will allow Dufry to build its presence in the US, while adding to other locations in Asia, Latin America, the Middle East and Africa.
“We are transforming our industry and redefining its boundaries, and we will create a new corporate identity to reflect this fundamental move,” Rossinyol said in the statement.
Financial advisers for the transaction are Bank of America, Citigroup, Intesa Sanpaolo and Mediobanca for Autogrill, UBS and Credit Suisse for Dufry. Legal advisers are BonelliErede and Lenz & Staehelin for Edizione, Gianni & Origoni, Cleary Gottlieb Steen & Hamilton and Mayer Brown for Autogrill, Homburger, Chiomenti and Davis Polk & Wardwell for Dufry.