Combination between Dufry and Autogrill successfully closed

Dufry International AG / Key word(s): Mergers & Acquisitions Combination between Dufry and Autogrill successfully closed 03-Feb-2023 / 20:00 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement. AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR

On February 3, 2023, Dufry and Edizione successfully closed the transfer of the 50.3% stake in Autogrill S.p.A held by Edizione S.p.A (through a wholly owned subsidiary) to Dufry. Through the closing, Edizione has become the largest shareholder of Dufry. Dufry will launch a mandatory public exchange offer on the remaining Autogrill shares.  

• The combination of Dufry, global leader in Travel Retail, and Autogrill, global leader in Travel Food & Beverage (F&B), creates a unique, integrated Travel Experience Player
   
• Through the closing, Edizione – holding a stake of about 27.5% – has become the largest Dufry shareholder, joining Dufry’s other long-standing shareholders, and Alessandro Benetton has become Honorary Chairman of Dufry, while Juan Carlos Torres continues as Chairman of the new enlarged company
   
• As previously announced, pursuant to Italian law, Dufry will launch a mandatory public exchange offer for the remaining Autogrill shares (excluding treasury shares), and expects to complete the full transaction including the mandatory exchange offer settlement by the end of Q2 2023
   
• The combined entity addresses 2.3 billion passengers in more than 75 countries in around 5,500 outlets across around 1,200 airports and other locations with around CHF 14 billion turnover (2019 pro-forma) and CHF 1.3 billion of EBITDA (2019 pro-forma, pre-IFRS 16)
   
• The integration process will be launched following closing of the transaction

Xavier Rossinyol, CEO of Dufry, commented: "I thank Edizione and its Chairman Alessandro Benetton as well as CEO Enrico Laghi for their trust in sharing our vision and supporting our strategy through their long-term commitment as a Dufry shareholder. I also thank Paolo Roverato and Gianmario Tondato da Ruos, Chairman and CEO of Autogrill respectively, for their key role and continued support in this transaction. Moreover, I thank the Dufry Board of Directors and its Chairman Juan Carlos Torres for their contribution towards this transformative business combination as well as all our shareholders for their trust in Dufry and our new strategy «Destination 2027».