An international line-up of elite firms in Italy, Switzerland and the U.S. is advising on a cross-border, multibillion-euro, all-share acquisition in Europe—an indication of continuing M&A action in selective sectors of the market even as dealmaking in other sectors slows down, according to lawyers involved.
Edizione, a diversified company founded by the Benetton family of Italy, has agreed to sell Autogrill, a global operator of restaurants in airports, motorways and railway stations, to Dufry, a Swiss company that operates more than 2,300 duty-free and duty-paid shops in 66 countries around the world.
The deal calls for Edizione, the controlling shareholder of Autogrill, to transfer its 50.3% stake to Dufry in a share exchange. 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.
The closing of the transaction, which is expected in the second quarter of 2023, is subject to regulatory approvals, the approval by Dufry’s shareholders, and other conditions.
Autogrill and Dufry had combined revenue of more than €12 billion in 2019, according to company records, before the COVID-19 pandemic brought global travel to a halt in 2020.
M&A in Europe posted strong growth during 2020 and 2021 as companies fine-tuned their portfolios of assets and looked to place their cash hordes.
But the action has slowed considerably in 2022, lawyers said, as a combination of linked factors—geopolitical uncertainty, high global energy prices, volatile capital markets and rising inflation —has complicated the scene.
“Deals like Autogrill are still happening in the market, though other sectors of M&A—especially those requiring bank financing—have slowed,” Filippo Modulo, co-managing partner of the Italian firm Chiomenti, told Law.com International.
Chiomenti is advising Dufry, along with Davis Polk & Wardwell and the Swiss firm Homburger, according to people at the firms.
The Chiomenti team, out of Rome and Milan, is led by Modulo and fellow corporate/M&A partner Marco Maugeri and includes managing 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 tax, and counsel Massimiliano Gualdi on labor.
Davis Polk is fielding a team out of New York and Washington that includes partners Daniel Brass on corporate, John B. Meade on capital markets, Frank Azzopardi on intellectual property, Adam Kaminsky on executive compensation, and Howard Shelanski on antitrust and competition.
Homburger’s team is led by corporate/M&A and capital markets partners Andreas Müller and Frank Gerhard and lead associate Carlo Sulser. It includes counsel Eduard De Zordi on financing and investment products/capital markets, partners Dieter Grünblatt and Reto Heuberger on tax, and partner Mariella Orelli on regulatory.
Edizione is being 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, counsel Mauro Cusmai, senior counsels Matteo Erede and Elisabetta Bellini, and managing associate Luigi Chiarella.
The team also includes partner Claudio Tesauro and managing associate Pasquale Leone on antitrust, partner Vittorio Pomarici on labor, and partner Stefano Simontacchi and senior counsel Giampaolo Genta on tax.
Lenz & Staehelin is advising Edizione on Swiss law aspects of the deal with a team led by corporate and capital markets partner Jacques Iffland and including partner Frédéric Neukomm on tax.
Autogrill is represented by the Italian firm Gianni & Origoni, Cleary Gottlieb Steen & Hamilton, and Mayer Brown, working with Autogrill group general counsel and corporate secretary Paola Bottero and associate general counsel Marcello Marzo.
The Gianni & Origoni team is led by partner Federico Loizzo assisted by counsel Francesca Romana Stefanelli and Alberto Recchi, with partner Antonio Lirosi advising on Golden Power profiles.
Cleary is advising on U.S. antitrust law with a team led by partner Brian Byrne, the firm confirmed.