Edizione, the majority shareholder of Autogrill and Dufry announce the signing of an agreement aimed at creating a global company in the food & beverage and retail services for travellers, through a strategic business combination. The industrial combination between Autogrill and Dufry has a significant strategic value: the merger will create a new group with combined revenues of more than 12 billion Euro and a combined ebitda of about 1,3 billion Euro.

This transaction will create a widely diversified global platform with a strong presence in the United States and Europe and a significant base in high-potential Asian markets: this platform will benefit from relevant growth opportunities and cost synergies. 

The Group will operate in an addressable space worth about 105 billion Euro, more than four times larger than the food & beverage segment alone (approximately 25 billion Euro). In short, a global player and an ideal platform to seize new growth opportunities not only in the sectors already covered today but also in new business sectors. Upon completion of the transaction, the Group will adopt a new name, in order to reinforce the new identity created by the combination of the two industry leaders.

The agreement signed by Edizione and Dufry defines the structure and mechanisms of the transaction, which consists of a transfer to Dufry of the majority stake held in Autogrill by Edizione through its subsidiary Schema Beta, equal to 50.3% of the share capital inexchange of newly issued Dufry shares. 

This will cause Edizione to hold 30,663,329 newly issued Dufry shares, equal to 25.248% of Dufry's share capital.

Following this transfer of the controlling stake, Dufry will launch a mandatory tender exchangeoffer on the remaining Autogrill shares, offering shareholders the possibility of exchanging Autogrill shares for Dufry shares at the same exchange ratio as the majority shareholder or, alternatively, of receiving an equivalent countervalue in cash (cash alternative) defined equal to € 6.33 per share.

The honorary chairman of the newco will be Alessandro Benetton (Chairman of Edizione) with the task of promoting and coordinating, jointly with the chairman, institutional relations with the Group's main shareholders.

Gianmario Tondato da Ruos will be appointed Executive Chairman of all the North American activities of the new Group; Enrico Laghi and Paolo Roverato (CEO of Edizione and Chairman of Autogrill respectively) will join the Board of Directors of the new Group with the position of Vice Chairman.

Juan Carlos Torres and Xavier Rossinyol will be respectively Executive Chairman and CEO of the new Group.