SWITZERLAND. Dufry today called an Extraordinary General Meeting (EGM) on 6 October to approve an ordinary capital increase for a rights offering targeting gross proceeds of approximately CHF500 million (US$549 million).
As previously indicated, the envisaged proceeds will finance Dufry’s announced acquisition of all remaining equity interest in Hudson Ltd in the US and for general corporate purposes.
In this context, Dufry said that it has already secured a CHF415 million (US$455 million) equity investment commitment from funds managed by private equity group Advent International Corporation or its affiliates to purchase shares at CHF28.50 (US$31.28).
Advent International has confirmed that it currently has no intention to acquire a controlling stake in Dufry. Immediately following the closing of the rights offering, Advent International’s stake in Dufry will in no event exceed 19.99%.
Rights offering details
The shares to be newly issued and offered in the circa CHF500 million rights offering will first be made available to existing shareholders (‘Offered Shares’) subject to certain legal limitations based on residency. Offered Shares not taken up by existing shareholders (the ‘Rump Shares’) will in first priority be offered to Advent International.
Any shares not purchased by Advent International may be offered to other potential commitment investors and to the market by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland in compliance with applicable securities laws (the ‘International Offering’). The rights will not be tradable but are transferable.
The offer price for the Offered Shares will be determined by Dufry together with the banking syndicate participating in the offering in a book building procedure. This will be done on the basis of the number of Offered Shares for which rights have been exercised; investor demand in the International Offering (including the commitment of Advent International and potential additional commitment investors); the market price of the existing shares of Dufry; and general market conditions.
The final terms of the rights offering are expected to be determined and communicated in due course.
Equity investment commitment
The equity investment commitment from Advent International of up to CHF 415 million is in the form of a commitment to purchase Rump Shares in priority to other investors in the International Offering (the ‘Commitment Shares’).
Advent International has committed to purchase the Commitment Shares at a fixed subscription price of CHF28.50, even if the offer price determined in the book building procedure is below CHF28.50.
If the offer price so determined is above CHF28.50, Advent International’s commitment is no longer valid, and it has no obligation to purchase Commitment Shares.
Advent “currently no intention” to acquire controlling stake in Dufry
Advent International has further agreed to a lock-up period of six months following the first day of trading of the Offered Shares.
Advent International has confirmed that it currently has no intention to acquire a controlling stake in Dufry. Immediately following the closing of the rights offering, Advent International’s stake in Dufry will in no event exceed 19.99%.
In connection with Advent International’s investment, Dufry will propose to the EGM to elect Advent International’s Ranjan Sen to its Board of Directors. Sen is Managing Partner, member of the European and Asian Investment Advisory Committee and Head of the company’s German office.
He has significant experience in the retail and consumer sector, having advised on numerous investments in this sector throughout his more than 15-year career with Advent International.
