Ad hoc announcement pursuant to Art.53 LR
Combination between Dufry and Autogrill – Threshold of 90% of Autogrill’s share capital for the purposes of the delisting has been crossedDownload Press Release
Based on the preliminary results of the reopening of the tender period commenced on May 26, 2023 and ended on June 1, 2023, additional 27,801,682 Autogrill shares (equal to 7.22% of the share capital of Autogrill) have been tendered in the Offer. Therefore, based on the preliminary results, taking into account the ordinary shares of Autogrill already held by Dufry and the treasury shares owned by Autogrill, Dufry will hold 94.50% of the share capital of Autogrill. Dufry will therefore be able to delist Autogrill.
Dufry plans to implement the delisting as soon as possible in the coming weeks.
Based on the information available as of today, 99.83% of the Autogrill shares tendered in the Offer during the reopening of the tender period, opted for the share consideration (0.1583 newly-issued Dufry shares for each Autogrill share), and 0.17% of the shares tendered opted for the cash alternative consideration (EUR 6.33 for each Autogrill share). Based on today’s results, Dufry expects to issue 4.39 million additional new shares related to the tendering during the reopening period; the first day of trading for those shares is expected to be June 8, 2023.
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The mandatory public exchange offer (the “Offer”) is launched exclusively in Italy and is made on a non-discriminatory basis and on equal terms to all holders of Autogrill shares, as indicated in the notice published pursuant to article 102 of the Italian Legislative Decree No. 58 of February 24, 1998 (the “Notice”) and further described in the offer document (the “Offer Document”) and the exemption document (the “Exemption Document") that have been published in accordance with the applicable regulation.
The Offer has not been and will not be made in the United States, Canada, Japan, Australia and any other jurisdictions where making the Offer or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia, the “Excluded Countries”), by using national or international instruments of communication or commerce of the Excluded Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), through any structure of any of the Excluded Countries’ financial intermediaries or in any other way. No actions have been taken or will be taken to make the Offer possible in any of the Excluded Countries.
Copies of the Notice, the Offer Document, or portions thereof, as well as copies of any documents relating to the Offer, including the Exemption Document, are not and should not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person receiving any such documents shall not distribute, send or dispatch them (whether by post or by any other mean or device of communication or international commerce) in the Excluded Countries. The Notice, the Offer Document, as well as any other document relating to the Offer, including the Exemption Document, do not constitute and shall not be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the Excluded Countries. No securities may be offered or sold in the Excluded Countries without specific authorization in accordance with the applicable provisions of the local law of the Excluded Countries or a waiver thereof.
This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Dufry AG have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws.
This press release may contain certain forward-looking statements relating to Dufry and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Dufry to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Dufry disclaims any obligation to update any such forward-looking statements.