Homburger advises Dufry on the planned acquisition of all remaining equity interest in Hudson and the related equity financing

On August 19, 2020, Dufry AG (SIX: DUFN) and Hudson Ltd. (NYSE: HUD) announced 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 share valuing Hudson at an equity value of USD 711 m. Upon completion of the transaction, Hudson will be de-listed from the New York Stock Exchange.

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 will be structured as a merger, whereby Hudson will be merged with a wholly owned, Bermuda-incorporated subsidiary of Dufry. The transaction is expected to close in the fourth quarter of 2020, and is subject to the approval by the shareholders meeting of Hudson, successful completion of the rights offering resulting in net proceeds sufficient to finance the transaction, the requisite lender consent under Dufry’s existing multicurrency term and revolving credit facilities, and other customary closing conditions.

Homburger acts as counsel to Dufry. The Homburger team is being led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associates Daniel Madani and Philipp Stiegeler (all Corporate / M&A; Capital Markets), partner Jürg Frick and associates David Borer and Olivier Baum (all Capital Markets), and partners Dieter Grünblatt and Reto Heuberger and associate Marc Vogelsang (all Tax).