INTERNATONAL. Dufry South America Ltd (DSA) Dufry AG (DAG) and Dufry Holdings & Investments AG (DHIAG), a wholly-owned Swiss subsidiary of DAG, yesterday entered into a merger and amalgamation agreement, paving the way for a full merger next month.
The agreement provides for an amalgamation under the Bermuda Companies Act 1981 and a merger under applicable Swiss law.
As disclosed on 18 January, DSA shareholders will receive 1.00 DAG shares in exchange for 4.10 DSA shares. DSA Brazilian Depositary Receipt (BDR) holders will get 1.00 DAG BDR in exchange for 4.10 DSA BDRs.
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It was also agreed that DSA shareholders and BDR holders will be paid an extraordinary US$4.71 cash dividend per DSA Share/BDR. The payment of the dividend is conditional on the consummation of the merger.
A Special General Meeting of the members of DSA will be held on 19 March and an Extraordinary Shareholders Meeting of Dufry AG has been convened for 22 March to decide on the respective relevant aspects of the merger agreement.
The transaction is expected to close at the end of March. The payment of the extraordinary cash dividend is expected to be made on 12 April.
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