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Elite Line-Up Brings Home Latest Multibillion-Euro Merger

An global line-up of elite corporations 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 motion in selective sectors of the current market even as dealmaking in other sectors slows down, in accordance to lawyers associated.

Edizione, a diversified firm founded by the Benetton loved ones of Italy, has agreed to market Autogrill, a world-wide operator of eating places in airports, motorways and railway stations, to Dufry, a Swiss company that operates much more than 2,300 obligation-no cost and responsibility-paid out stores in 66 countries all around the earth.

The offer phone calls for Edizione, the managing shareholder of Autogrill, to transfer its 50.3% stake to Dufry in a share trade. Pursuing the closing of the transfer, Dufry will launch a required tender offer you for the remaining Autogrill shares, featuring Autogrill shareholders .158 new Dufry shares for every single Autogrill share. 

The closing of the transaction, which is expected in the 2nd quarter of 2023, is issue to regulatory approvals, the acceptance by Dufry’s shareholders, and other circumstances.

Autogrill and Dufry had mixed profits of far more than €12 billion in 2019, according to business documents, in advance of the COVID-19 pandemic introduced world-wide vacation to a halt in 2020. 

M&A in Europe posted potent progress for the duration of 2020 and 2021 as companies fine-tuned their portfolios of property and seemed to position their dollars hordes. 

But the action has slowed considerably in 2022, attorneys explained, as a mixture of connected factors—geopolitical uncertainty, higher international electricity charges, unstable funds marketplaces and growing inflation —has challenging the scene.

“Deals like Autogrill are nonetheless taking place in the industry, nevertheless other sectors of M&A—especially all those demanding lender financing—have slowed,” Filippo Modulo, co-handling husband or wife of the Italian business Chiomenti, advised Regulation.com Intercontinental.

Chiomenti is advising Dufry, alongside with Davis Polk & Wardwell and the Swiss business Homburger, according to people today at the corporations.

The Chiomenti workforce, out of Rome and Milan, is led by Modulo and fellow corporate/M&A husband or wife Marco Maugeri and incorporates handling counsel Maria Carmela Falcone. 

The staff also features spouse Giulio Napolitano and counsel Alfredo Vitale on administrative law and “Golden Power” profiles, an aspect of Italian law governing strategic industries lover Raul-Angelo Papotti on tax, and counsel Massimiliano Gualdi on labor.

Davis Polk is fielding a staff out of New York and Washington that consists of companions Daniel Brass on company, John B. Meade on capital marketplaces,  Frank Azzopardi on mental house,  Adam Kaminsky on executive compensation, and  Howard Shelanski on antitrust and level of competition.

Homburger’s group is led by company/M&A and funds marketplaces associates Andreas Müller and Frank Gerhard and direct associate Carlo Sulser.  It features counsel Eduard De Zordi on financing and financial investment items/funds marketplaces, partners Dieter Grünblatt and Reto Heuberger on tax, and partner Mariella Orelli on regulatory.

Edizione is being advised by the Italian company BonelliErede and the Swiss agency Lenz & Staehelin.

The BonelliErede staff is led by partner Gianpiero Succi and founding husband or wife Sergio Erede, and features husband or wife Gianfranco Veneziano, counsel Mauro Cusmai,  senior counsels Matteo Erede and Elisabetta Bellini, and handling affiliate Luigi Chiarella.

The group also features companion Claudio Tesauro and taking care of affiliate Pasquale Leone on antitrust, associate Vittorio Pomarici on labor,  and lover Stefano Simontacchi and senior counsel Giampaolo Genta on tax.

Lenz & Staehelin is advising Edizione on Swiss legislation aspects of the offer with a group led by corporate and cash markets lover Jacques Iffland and which include husband or wife Frédéric Neukomm on tax. 

Autogrill is represented by the Italian business Gianni & Origoni, Cleary Gottlieb Steen & Hamilton,  and Mayer Brown, functioning with Autogrill group standard counsel and company secretary Paola Bottero and associate general counsel Marcello Marzo.

The Gianni & Origoni workforce is led by husband or wife Federico Loizzo assisted by counsel Francesca Romana Stefanelli and Alberto Recchi, with spouse Antonio Lirosi advising on Golden Energy profiles.

Cleary is advising on U.S. antitrust regulation with a team led by spouse Brian Byrne, the business verified.