INTERNATIONAL. Today (3 February) Edizione completed the transfer of the 50.3% stake in Autogrill it held (through a wholly owned subsidiary) to Dufry, as the partners create a new travel retail to dining powerhouse player.
Through the closing of the agreement, Edizione becomes the largest shareholder in Dufry, with 27.5% of the retailer’s registered share capital. Dufry will launch a mandatory public exchange offer for the remaining Autogrill shares, with this transaction set to be completed by the end of Q2.
As reported, 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. It has around CHF14 billion (US$15.1 billion) in turnover (2019 pro-forma) and CHF1.3 billion (US$1.4 billion) in EBITDA (2019 pro-forma, pre-IFRS 16).
In a statement, the partners said that “a unique, integrated travel experience player” has emerged from the deal.
Dufry CEO Xavier Rossinyol said: “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.
“I am looking forward to working together as a strong team combining the know-how and – above all – the passion of the Dufry and Autogrill colleagues. We will leverage our mutual skills to develop more compelling offers for our customers and build the next generation of travel experience together. I am grateful to Dufry’s and Autogrill’s employees for their tireless work and significant contributions in bringing our joint vision to life.”
Edizione Chairman Alessandro Benetton said: “Edizione, an Italian industrial holding company and now Dufry’s largest shareholder, considers its shareholding in Dufry strategic, as are Atlantia and Benetton Group. As such, Edizione will give its maximum strategic, financial and operational support to this important project, in particular by focusing its commitment on three essential themes: sustainable growth, attention to the many people who work daily in the organisation and compelling international vision.
“I would like to extend my sincere thanks to the outstanding Edizione and Dufry teams who worked on the transaction.”
Dufry will fully consolidate Autogrill from 1 February onwards with an integration process about to be launched. That integration will include defining a corporate identity and company name for the combined group.
Alessandro Benetton is named Honorary Chairman of Dufry, while Juan Carlos Torres continues as Chairman of the new enlarged company. Both Alessandro Benetton and Edizione CEO Enrico Laghi join the Dufry board. Laghi is also a member of Dufry’s Remuneration Committee.
As of closing, the Dufry Board of Directors is composed of:
- Juan Carlos Torres, Chairman
- Alessandro Benetton, Honorary Chairman
- Enrico Laghi, Vice Chairman
- Heekyung Jo Min, Lead Independent Director, Chair of the Nomination and ESG Committee
- Mary G. Steel Guilfoile, Chair of the Audit Committee
- Luis Maroto Camino, Chair of the Remuneration Committee
- Xavier Bouton
- Joaquín Moya-Angeler Cabrera
- Ranjan Sen
- Lynda Tyler-Cagni
- Eugenia M. Ulasewicz
As previously announced, Xavier Rossinyol will lead the combined Group as CEO. Yves Gerster will continue as group CFO.
As reported last week, it was announced that Autogrill Chief Executive Officer Gianmario Tondato Da Ruos and five other existing Directors will resign their positions on completion of the transfer.
Dufry leader Rossinyol will be joined in a Non-Executive Director role by five independents – Bruno Chiomento, Francisco Javier Gavilan, Nicolas Girotto, Marella Moretti and Emanuela Trentin.
They join the existing members Ernesto Albanese, Rosalba Casiraghi, Francesco Umile Chiappetta, Barbara Cominelli, Manuela Franchi, Maria Pierdicchi and Paolo Roverato. Roverato, currently Chairman of Autogrill’s Board of Directors, is set to become Autogrill’s new Chief Executive Officer as indicated by Dufry.
An exclusive video interview with Dufry CEO Xavier Rossinyol, conducted by The Moodie Davitt Report Founder & Chairman Martin Moodie, featured at The Trinity Forum in November, with the proposed combination between Dufry and Autogrill a key talking point. Click above for the full conversation.
Bruno Chiomento has been indicated by Dufry as new Independent Chairman of the Board of Directors of Autogrill and as member of the Control, Risk and Corporate Governance Committee, Human Resources Committee and Committee for Transactions with Related Parties.
Dufry has also recommended Xavier Rossinyol as Chairman of the Strategies and Sustainability Committee and Marella Moretti as Chairwoman of the Human Resources Committee.
The next Board meeting of Autogrill is expected to be held in the next few days and will resolve the appointments of the Chief Executive Officer, Chairman and Committee members.
As announced previously, effective upon the transfer, Dufry and Edizione have entered into a long-term Relationship Agreement, “which underlines the commitment of Edizione as long-term strategic anchor shareholder supporting the enhanced strategy of the combined entity”.
Edizione is entitled to designate three representatives out of 11 to the Dufry Board of Directors, and entered into a lock-up undertaking for a period of two years after closing, subject to customary exceptions. 
