Dufry AG completed the acquisition of a 50.3% stake in Isracard Ltd. (TASE : ISCD) from Schematrentaquattro S.p.A.
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. Xavier Rossinyol will be the Chief Executive Officer of combined group. Edizione will be entitled to designate three representatives on the Board of Directors out of eleven. The Board of Directors of the combined entity will be chaired by Juan Carlos Torres. The Board of Directors will comprise of Dufry's current Board members as well as two representatives of Edizione, Alessandro Benetton (Chairman of Edizione) as Honorary Chairman and Enrico Laghi (Chief Executive Officer of Edizione) as Vice Chairman. Edizione has indicated its intention to nominate Paolo Roverato (Chairman of Autogrill) as additional Vice Chairman for election at the Dufry 2023 Annual General Meeting. Moreover, at the closing of the Transfer, Gianmario Tondato da Ruos, Autogrill's current Chief Executive Officer, will assume the position of Executive Chairman of the North American business of the combined entity. Yves Gerster will continue as Chief Financial Officer.
The closing of the Transfer is subject to regulatory approvals, including clearance from the relevant antitrust authorities and golden power competent authorities, granting by the banks of the bridge financing related to the mandatory tender exchange offer, the approval by Dufry's shareholders at the Extraordinary General Meeting, as well as other conditions including requisite lender consent under Dufry's existing multicurrency term and revolving credit facilities. The Board of Directors of Dufry unanimously approved the business combination. The Transfer is currently expected to close in Q1 2023. Dufry shareholders will benefit from EFCF per share accretion in the first year post closing. As of January 6, 2023, the transaction is expected to be close in the beginning of February 2023.
UBS and Credit Suisse acted as financial advisors to Dufry on this transaction. Andreas Müller, Frank Gerhard, Eduard De Zordi, Jürg Frick, Dieter Grünblatt, Reto Heuberger and Mariella Orelli of Homburger AG, Chiomenti and Frank J. Azzopardi, Daniel Brass, Adam Kaminsky, John B. Meade and Howard Shelanski of Davis Polk & Wardwell LLP are acting as legal advisors to Dufry. Morrow Sodali is acting as Information Agent on this transaction. Financial advisors for the transaction are BofA Securities for Edizione, Citigroup Global Markets Europe AG, Intesa Sanpaolo (IMI Corporate & Investment Banking Division) and Mediobanca Banca di Credito Finanziario S.p.A. for Autogrill. Legal advisors for the transaction are BonelliErede and Frédéric Neukomm and Jacques Iffland of Lenz & Staehelin for Edizione, Gianni & Origoni, Cleary Gottlieb Steen & Hamilton and Mayer Brown for Autogrill.
Dufry AG (SWX:DUFN) completed the acquisition of a 50.3% stake in Isracard Ltd. (TASE : ISCD) from Schematrentaquattro S.p.A. on February 3, 2023. Lazard S.r.l. acted as financial advisor to Autogrill S.p.A. in the transaction.