Dufry International AG, a global travel retailer, has announced that it has crossed the 95% threshold of Autogrill’s share capital for the purpose of the squeeze-out. This signifies a significant step towards the combination of Dufry and Autogrill.
As of today, 35.7949% of the Autogrill shares tendered in the Sell-Out Procedure have opted for the share consideration, while 64.2051% have opted for the cash alternative consideration. This means that approximately 410 thousand additional new shares related to the tendering during the Sell-Out Procedure will be issued by Dufry. The first day of trading for these shares is expected to be July 7, 2023.
It is important to note that the mandatory public exchange offer, known as the Offer, is exclusively launched in Italy and is made on a non-discriminatory basis and on equal terms to all holders of Autogrill shares. The Offer Document and the Exemption Document have been published in accordance with the applicable regulation.
However, it’s worth mentioning that 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. Therefore, no actions have been taken or will be taken to make the Offer possible in such excluded jurisdictions.
Furthermore, Dufry AG’s securities have not been and will not be registered under the U.S. Securities Act. Consequently, there is no intention to register any securities referred to in the United States or to make a public offering of the securities in the country.
In conclusion, Dufry’s combination with Autogrill is progressing as the threshold of 95% of Autogrill’s share capital for the squeeze-out has been crossed. The company expects to issue additional new shares and commence trading on July 7, 2023. However, it is important to note that the Offer is exclusively available in Italy and not available in the United States and other excluded jurisdictions.
