Elite Line-Up Brings Home the Latest Multi-Billion Euro Merger


An international team of elite companies in Italy, Switzerland and the United States are advising on a multi-billion euro cross-border, all-stock acquisition in Europe – an indication of continued M&A deals in sectors market selectiveness even as trading in other sectors slows, according to the lawyers involved.

Edizione, a diversified company founded by the Benetton family of Italy, has agreed to sell Autogrill, a global operator of restaurants at airports, highways and train stations, to Dufry, a Swiss company that operates more than 2,300 duty-free restaurants. free and duty-paid. stores in 66 countries around the world.

The deal provides for Edizione, Autogrill’s majority shareholder, to transfer its 50.3% stake to Dufry in a share swap. Following the closing of the transfer, Dufry will launch a mandatory tender offer for the remaining Autogrill shares, offering Autogrill shareholders 0.158 new Dufry shares for each Autogrill share.

Closing of the transaction, which is expected in the second quarter of 2023, is subject to regulatory approvals, Dufry shareholder approval and other conditions.

Autogrill and Dufry had combined sales of more than 12 billion euros in 2019, according to company records, before the COVID-19 pandemic halted global travel in 2020.

Mergers and acquisitions in Europe have seen strong growth in 2020 and 2021 as companies refine their asset portfolios and seek to place their hordes of cash.

But the action has slowed significantly in 2022, the lawyers said, due to a combination of related factors –geopolitical uncertainty, high global energy prices, financial market volatility and rising inflation — have complicated the picture.

“Deals like Autogrill are still in the market, although other areas of mergers and acquisitions, particularly those requiring bank financing, have slowed,” said Filippo Modulo, co-manager of Italian company Chiomenti, at Law.com International.

Chiomenti advises Dufry, as well as Davis Polk & Wardwell and Swiss company Homburger, according to people at the companies.

Chiomenti’s team, based in Rome and Milan, is led by Modulo and fellow corporate/M&A partner Marco Maugeri and includes legal counsel Maria Carmela Falcone.

The team also includes partner Giulio Napolitano and counsel Alfredo Vitale on administrative law and “Golden Power” profiles, an aspect of Italian law governing strategic industries; partner Raul-Angelo Papotti on taxation and adviser Massimiliano Gualdi on labour.

Davis Polk is sending a team from New York and Washington that includes partners Daniel Brass on business, John B. Meade on capital markets, Frank Azzopardi on intellectual property, Adam Kaminsky on executive compensation, and Howard Shelanski on antitrust and competition.

The Homburger team is led by Andreas Müller and Frank Gerhard, corporate/M&A and capital markets partners, and senior partner Carlo Sulser. It includes counsel Eduard De Zordi on finance and investment products/capital markets, partners Dieter Grünblatt and Reto Heuberger on tax and partner Mariella Orelli on regulation.

Edizione is advised by the Italian firm BonelliErede and the Swiss firm Lenz & Staehelin.

The BonelliErede team is led by partner Gianpiero Succi and founding partner Sergio Erede, and includes partner Gianfranco Veneziano, lawyer Mauro Cusmai, senior lawyers Matteo Erede and Elisabetta Bellini, and managing partner Luigi Chiarella .

The team also includes partner Claudio Tesauro and managing partner Pasquale Leone on antitrust, partner Vittorio Pomarici on labor, and partner Stefano Simontacchi and senior counsel Giampaolo Genta on tax.

Lenz & Staehelin advises Edizione on the Swiss law aspects of the agreement with a team led by a capital and corporate markets partner Jacques Iffland and including his partner Frédéric Neukomm on taxation.

Autogrill is represented by the Italian firm Gianni & Origoni, Cleary Gottlieb Steen & Hamilton, and Mayer Brown, in conjunction with Autogrill gGroup General Counsel and Secretary General Paola Bottero and Associate General Counsel Marcello Marzo.

The Gianni & Origoni team is led by partner Federico Loizzo assisted by lawyers Francesca Romana Stefanelli and Alberto Recchi, with partner Antonio Lirosi advising on Golden Power profiles.

Cleary advises on U.S. antitrust law with a team led by his partner Brian Byrne, the firm confirmed.

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