Combination between Dufry and Autogrill – End of the Initial Tender Period and Preliminary Results of the Offer

Dufry International AG / Key word(s): Tender Offer Combination between Dufry and Autogrill – End of the Initial Tender Period and Preliminary Results of the Offer 19-May-2023 / 07:30 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

At the end of the initial tender period, based on the preliminary results of the offer, Dufry holds approximately 87.13% of the share capital of Autogrill S.p.A.

Based on the preliminary results, 98.64% of the Autogrill shares tendered opted for the share consideration (0.1583 newly-issued Dufry shares for each Autogrill share), and 1.36% of the shares tendered opted for the cash alternative consideration (EUR 6.33 for each Autogrill share). Based on the preliminary results, Dufry expects to issue approximately 22.13 million new shares; the first day of trading is expected to be May 25, 2023.

 

 

 

 

 

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Legal Disclaimer 
The mandatory public exchange offer (the “Offer”) is launched exclusively in Italy and is made on a non-discriminatory basis and on equal terms to all holders of Autogrill shares, as indicated in the notice published pursuant to article 102 of the Italian Legislative Decree No. 58 of February 24, 1998 (the “Notice”) and further described in the offer document (the “Offer Document”) and the exemption document (the “Exemption Document") that have been published in accordance with the applicable regulation. 

The Offer has not been and will not be made in the United States, Canada, Japan, Australia and any other jurisdictions where making the Offer or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the “Excluded Countries”), by using national or international instruments of communication or commerce of the Excluded Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. No actions have been taken or will be taken to make the Offer possible in any of the Excluded Countries.