Dufry plans to acquire all remaining equity interest in Hudson and to delist Hudson from the New York Stock ExchangeDownload Press Release
Dufry AG (SIX: DUFN) (“Dufry”) and Hudson Ltd. (NYSE: HUD) (“Hudson”) announced today that they have entered into a definitive agreement pursuant to which Dufry would acquire all the equity interests in Hudson it does not already own for USD 7.70 in cash per Hudson Class A share (the “Transaction”). Upon completion of the Transaction Hudson will be delisted from the New York Stock Exchange.
The delisting of Hudson is part of Dufry's current re-organization and is intended to further simplify its corporate structure and align its operations to the new business environment. Dufry expects to realize annual cost savings of at least CHF 20 million, thereby further supporting its comprehensive set of already announced cost saving measures, and to improve cash flows going forward.
Dufry intends to finance the proposed Transaction through an equity capital increase by way of a rights issue upon approval of Dufry's shareholders at an extraordinary general meeting. The Transaction has been fully underwritten by a bank consortium.
The Transaction has been unanimously approved and recommended by the Board of Directors of Dufry and a special committee of independent directors of Hudson, as well as the Board of Directors of Hudson.
Julian Diaz, Dufry CEO, commented: “The delisting of Hudson is an important part of our re-organization. It is expected to allow Dufry to realize considerable cost savings, both through synergies generated by simplifying our organizational structure and operating processes as well as by eliminating the costs and complexities of the separate listing. The stronger integration will further accelerate the decision-making process by adding more flexibility and efficiency to our business.
The delisting of Hudson emphasizes the strategic importance of the North American business for the overall Dufry Group and the integration of the duty-free and duty-paid businesses globally, with the Hudson convenience stores being an established brand across our operations worldwide. We will continue with the successful execution of our strategy for the North American travel retail market, which focusses on operating duty-free and duty-paid convenience shops, as well as the further penetration of the food & beverage market. The closer alignment with headquarters and with other global operations will support the North American business during the recovery period, and the fast implementation of the full re-organization will help Dufry to focus the business on the re-opening and growth acceleration.”
Strategic Rationale and Financial Highlights
The delisting and full re-integration of Hudson is expected to further reduce operating complexity, simplify governance and unlock synergies, while also eliminating costs associated with Hudson’s separate listing at the New York Stock Exchange and related regulatory requirements, which are no longer justified in light of the limited trading liquidity of Hudson and the changed business environment due to the Covid-19 pandemic.
The Transaction is expected to result in annual cost savings of at least CHF 20 million for Dufry, thereby further supporting the comprehensive set of cost saving and cash flow management measures that have already been announced by Dufry.
Hudson's ability to implement its current strategy will not be impacted by the delisting, which is expected to strengthen both Dufry's and Hudson's position in the changed business environment, and will reinforce the Group’s competitive positioning in the longer term.
Structure and Terms
Dufry will acquire all the equity interests in Hudson it does not already own and thereby increase its equity ownership position in Hudson from 57.4% at present to 100% following the completion of the proposed transaction. Upon completion of the Transaction, Hudson will become an indirect wholly owned subsidiary of Dufry and will be delisted from the New York Stock Exchange.
In connection with the Transaction, Hudson shareholders will receive USD 7.70 per Hudson Class A share in cash, without interest, corresponding to a total purchase price of approximately USD 311 million for the shares not already owned by Dufry. The price represents a premium of 50.1% to Hudson’s closing share price as of August 18, 2020.
The terms of the Transaction were negotiated, unanimously recommended and approved by a special committee of independent directors of Hudson. The Hudson special committee was advised by independent financial and legal advisors. In addition, the Board of Directors of Hudson, and the Board of Directors of Dufry, approved the transaction.
Dufry intends to finance the Transaction through an equity capital increase by way of a rights issue, which has been fully underwritten by a bank consortium. Dufry will call an extraordinary general meeting in due course to seek the relevant approval from its shareholders to create the required share capital for the rights issue.
The Transaction will be structured as a merger, subject to the laws of Bermuda, whereby Hudson will be merged with a wholly owned, Bermuda-incorporated subsidiary of Dufry, with Hudson surviving the merger as an indirect wholly owned subsidiary of Dufry. The Transaction is expected to close in the fourth quarter of 2020, and is subject to the approval by the holders of a majority of Hudson’s outstanding common shares present at a shareholder meeting of Hudson to be convened in due course. The Transaction is conditioned upon the successful completion of the rights offering by Dufry resulting in net proceeds sufficient to finance the Transaction, the requisite lender consent under Dufry’s existing multicurrency term and revolving credit facilities as well as other customary closing conditions.
UBS Investment Bank is acting as exclusive financial advisor and Davis Polk & Wardwell LLP, Homburger AG and Appleby are acting as legal advisors to Dufry.
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