Dufry to acquire Autogrill

September 2022 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

September 2022 Issue

Swiss duty-free retailer Dufry has agreed to buy Italian airport and motorway caterer Autogrill in a deal which will create a new travel industry giant in the post-pandemic landscape.

Under the terms of the deal, Edizione, the investment arm of Italy’s Benetton family, will transfer its entire stake of 50.3 percent in Autogrill to Dufry at an exchange ratio of 0.158 new Dufry shares or $6.43 for each Autogrill share through a wholly owned subsidiary. Edizione will ultimately become Dufry’s largest shareholder with a stake of between 20 and 25 percent. The exact percentage depends on the level of take-up of Dufry shares by Autogrill shareholders in the mandatory tender offer that follows the transfer.

According to statements announcing the deal, Xavier Rossinyol, chief executive of Dufry, will lead the combined group upon completion. Juan Carlos Torres, chairman of Dufry, will keep his role in the newly combined company.

The new company will combine Dufry’s 1700 airport locations in over 60 countries with Autogrill’s 3500 roadside, train station and airport outlets in over 30 countries.

Upon completion of the deal, the new company, which will adopt a new name, will be a global player with combined revenues of more than $14bn and a combined earnings before interest, taxes and depreciation (EBITDA) of about €1.3bn, according to 2019 figures. The companies had combined sales of $6.7bn in 2021.

“This agreement allows the continuation of Autogrill’s growth and development path, an asset that will remain strategic for Edizione,” said Alessandro Benetton, chairman of Edizione. “The union between Autogrill and Dufry will allow the creation of the world champion in the sector, with a leadership position in different geographies and on different services, also favoured by important synergies within the new Group.

“In this new reality, Autogrill will play a leading role, bringing with it its values and corporate culture, particularly in the areas of sustainable development and innovation,” he continued. “In Dufry and in its current management, we immediately recognised a common vision and values, combined with a managerial culture and skills of the highest level recognised throughout the industry.”

“A new cycle opens that will allow us to unleash a whole array of options centered around the needs of travelers worldwide,” said Gianmario Tondato da Ruos, chief executive of Autogrill. “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”.

“As a leader of travel retail, Dufry has strived to be at the forefront of services and products offered to travellers, airports and brands for years,” said Mr Torres. “Now, Dufry pledges to define the travel experience in a manner that creates value for all stakeholders. The combination of the two groups will create a new leader in travel experience and allow us to significantly increase our presence in core markets, such as the US, and in the sector of Travel F&B. In addition, this transaction will strengthen our balance sheet, reduce our leverage and create meaningful synergies.”

“I am very happy that today we have reached this important milestone, which will reshape the boundaries of our industry,” said Mr Rossinyol. “I have been deeply impressed by the know-how, skills and above all, the passion of teams at Dufry and Autogrill. With their dedication and motivation, together, we will succeed in revolutionising the travel experience.”

The new company, now primarily euro-centric, will continue to build its presence in the US, Asia, Latin America, Africa and the Middle East.

Richard Summerfield