Dufry and Hudson Ltd. announced this week that they have entered into a definitive agreement in which Dufry would acquire all the equity interests in Hudson it does not already own for US$7.70 in cash per Hudson Class A share. Upon completion of the trans-action, Hudson will be delisted from the New York Stock Exchange.
The delisting of Hudson is part of Dufry’s current re-organization and is intended to further simplify its corporate structure and align its operations to the new business environment. Dufry expects to realize annual cost savings of at least CHF 20 million, thereby further supporting its comprehensive set of cost saving measures, and to improve cash flow going forward.
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 extra-ordinary general meeting. The Transaction has been fully under-written by a bank consortium.
The Transaction has been unanimously approved and recommended by the Board of Directors of Dufry and a special committee of independent directors of Hudson, as well as the Board of Directors of Hudson.
Dufry will acquire all the equity interests in Hudson it does not already own and thereby increase its equity ownership position in Hudson from 57.4% at present to 100% following the completion of the proposed transaction.
Upon completion of the Trans-action, Hudson will become an indirect wholly owned subsidiary of Dufry and will be delisted from the New York Stock Exchange.
“The delisting of Hudson is an important part of our reorganization. It is expected to allow Dufry to realize considerable cost savings, both through synergies generated by simplifying our organizational structure and operating processes as well as by eliminating the costs and complexities of the separate listing. The stronger integration will further accelerate the decision-making process by adding more flexibility and efficiency to our business,” explains Julian Diaz, Dufry CEO.
“The delisting of Hudson emphasizes the strategic importance of the North American business for the overall Dufry Group and the integration of the duty free and duty-paid businesses globally, with the Hudson convenience stores being an established brand across our operations worldwide,” Diaz continues.
“We will continue with the successful execution of our strategy for the North American travel retail market, which focuses on operating duty free and duty-paid convenience shops, as well as the further penetration of the food & beverage market. The closer alignment with headquarters and with other global operations will support the North American business during the recovery period, and the fast implementation of the full re-organization will help Dufry to focus the business on the re-opening and growth acceleration,” he said.
Hudson shareholders will receive USD 7.70 per Hudson Class A share in cash, without interest, corresponding to a total purchase price of approximately USD 311 million for the shares not already owned by Dufry. The price represents a premium of 50.1% to Hudson’s closing share price as of August 18, 2020.
The Transaction is expected to close in the fourth quarter of 2020, and is subject to the approval by the holders of a majority of Hudson’s outstanding common shares present at a shareholder meeting of Hudson to be convened in due course, said Dufry.