Zurich (awp) – Edizione and Schema Beta, shareholders of the transalpine motorway restaurant operator Autogrill, have been exempted from the obligation to present a public tender offer to the shareholders of Dufry following the conversion of the convertible bonds, according to a decision of the Takeover Board (Copa).
This exemption was granted, inter alia, on the condition that the newly created shares of Dufry are entered in the commercial register within three months after the conversion of the convertible bonds and that Edizione or Schema Beta “do not exercise decisive influence over the fate of Dufry AG during the period of exceeding the threshold”, detailed the specialist in duty-free shops on Friday in a press release.
In mid-July, the Basel Dufry and the Italian Autogrill announced their merger. The Edizione holding, in the hands of the Benetton family, will transfer the 50.3% it holds via Schema Beta to Autogrill in exchange for 30.7 million new Dufry shares which will be issued as part of a capital increase . It will thus become the main shareholder of the Basel retailer, with a share of between 20% and 25%.
Concretely, Dufry will provide Schema Beta with 229 convertible loans which, once converted into shares, will represent a maximum of 25.25% of Dufry’s capital and voting rights. Edizione has granted the right to Schema Beta to acquire additional shares of the Basel group, but which must “in no case” exceed the threshold of 33.3% of the voting rights, according to a document from the Copa.
The new entity, which will be headed by Dufry boss Xavier Rossinyol, will serve around 2.3 billion passengers and generate a combined turnover of 13.6 billion Swiss francs. It will have 5,500 points of sale, in particular in 350 airports, and will employ nearly 60,000 employees.
al/rp