Combination between Dufry and Autogrill – Threshold of 95% of Autogrill’s share capital for the purposes of the squeeze-out has been crossed.

Dufry International AG / Key word(s): Tender Offer Combination between Dufry and Autogrill – Threshold of 95% of Autogrill’s share capital for the purposes of the squeeze-out has been crossed. 01.07.2023 / 07:30 CET/CEST During the procedure to comply with the obligation to purchase under art. 108, Par. 2, of the Italian Legislative Decree no. 58 of February 24, 1998 (the “Sell-Out Procedure”) commenced on June 12, 2023 and ended on June 30, 2023, additional 7,244,025 Autogrill shares (equal to 1.8814% of the share capital of Autogrill) have been tendered in the Offer. Therefore, based on the information available as of today, taking into account the ordinary shares of Autogrill already held by Dufry and the treasury shares owned by Autogrill, Dufry will hold 96.3858% of the share capital of Autogrill. Dufry will therefore be able to initiate the squeeze-out procedure, which will result in Dufry holding all of Autogrill’s shares, and delisting Autogrill.

Based on the information available as of today, 35.7949% of the Autogrill shares tendered in the Sell-Out Procedure opted for the share consideration (0.1583 newly-issued Dufry shares for each Autogrill share), and 64.2051% 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 approximately 410 thousand additional new shares related to the tendering during the Sell-Out Procedure; the first day of trading for those shares is expected to be July 7, 2023.

Legal Disclaimer
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.