Capital Markets

Corporate / M&A

Competition

Dufry_bw

On October 5, 2020, Dufry AG announced that Dufry (SIX: DUFN) and Alibaba Group (NYSE: BABA; HKEX: 9988) have agreed to enter into a collaboration to jointly explore and invest in opportunities in China to develop the travel retail business and to enhance Dufry’s digital transformation, and to form a JV.
Dufry further announced that it will propose to its extraordinary general meeting on October 6, 2020 an ordinary capital increase of 25 m new shares, which would result in gross proceeds of approximately CHF 700 m from the previously announced rights offering. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. (NYSE: HUD) and for general corporate purposes, which may include the setup and operations of the JV. 
In connection with this collaboration and the rights offering, Dufry has secured a CHF 250 m equity investment commitment from Alibaba Group to purchase offered shares not taken up by existing shareholders or purchased by Advent International, up to a maximum of 9.99% of the post-offering share capital in Dufry. Alibaba Group agreed to invest at the same price per share as Advent International, which has previously committed to invest up to CHF 455 m at CHF 28.50, even if the offer price determined in the bookbuilding procedure should be lower.
Homburger acts as counsel to Dufry. The Homburger team was led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associates Philipp Stiegeler and Daniel Madani (all Capital Markets; Corporate / M&#038;A) as well as partners Richard Stäuber (Competition / Regulatory) and Dieter Grünblatt (Tax).

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Dufry

On September 10, 2020, Dufry AG announced that it will convene an extraordinary general meeting to approve an ordinary capital increase for a rights offering targeting gross proceeds of approximately CHF 500 m. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. and for general corporate purposes.
In this context, Dufry has secured a CHF 415 m equity investment commitment from funds managed by Advent International Corporation and its affiliates to purchase offered shares not taken up by existing shareholders at a fixed subscription price of CHF 28.50 per share, even if the offer price determined in the bookbuilding procedure is below CHF 28.50. If the offer price so determined is above CHF 28.50, Advent International&#8217;s commitment is no longer valid and it has no obligation to purchase offered shares.
Homburger acts as counsel to Dufry. The Homburger team was led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associate Daniel Madani (all Capital Markets; Corporate / M&amp;A) as well as partner Richard Stäuber (Competition).

Homburger advised Dufry on the CHF 415 m equity investment commitment from Advent International in the context of the planned rights offering

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&#8217;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&#8217;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&amp;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).

Carlo
Sulser

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Homburger advised Dufry on the CHF 415 m equity investment commitment from Advent International in the context of the planned rights offering

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

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Carlo Sulser

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CarloSulser

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Homburger advised Dufry on the CHF 415 m equity investment commitment from Advent International in the context of the planned rights offering

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

Join the Team

Carlo Sulser

Career

Languages

Bar Registration

Teams

Carlo
Sulser