We are advising Dufry on the transaction

Davis Polk is advising Dufry on its combination with Autogrill. Edizione, the controlling shareholder of Autogrill, through a wholly owned subsidiary, will transfer its entire stake of 50.3% 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. The closing of the transaction, which is expected in the second quarter of 2023, is subject to regulatory approvals, the approval by Dufry’s shareholders at the Extraordinary General Meeting, as well as other conditions.

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 continents. Autogrill is a leading global provider of food and beverage services for travelers, operating mainly in airports, motorways and railway stations, with a broad geographical reach.

The Davis Polk corporate team includes partner Daniel Brass and associates Steven Jaffe, Kayleigh Yerdon and Anna Sheu. Partner John B. Meade is providing capital markets advice. Partner Frank Azzopardi and associate S. Dream Montgomery are providing intellectual property advice. Partner Adam Kaminsky is providing executive compensation advice. Partner Howard Shelanski and associate Henry Brockway are providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and Washington DC offices.