Chronologie

Répartition des droits

Ayants droit économique déclarés · 7

Une seule déclaration, déposée collectivement : le taux de droits de vote porte sur le groupe entier, pas sur chaque personne.

• Travel Retail Investments SCA73.3%
• Advent International Corporation, -USA-Boston73.3%
• Petrus PTE Ltd73.3%
• Witherspoon Investments LLC73.3%
• Advent-Hudson LLC73.3%
• Hudson Media, Inc73.3%
• Cohen James kontrolliert Hudson Media73.3%

Détails de l'annonce

Ayant droit économique

Travel Retail Investments SCA

As of closing date of the transaction contemplated by the Merger Agreement (as defined herein), identity of individual group members is subject to change. Meldepflicht auslösender Sachverhalt: On September 3, 2008, Dufry Ltd. signed a merger agreement («Merger Agreement») with, among others, Hudson Group Holdings, Inc. («Hudson Group»), which is majority owned by funds managed by Advent International Corporation. The transaction includes a merger essentially resulting in an exchange of shares of Hudson Group’s common stock for equity of Dufry Ltd. The consideration for equity of Hudson Group will be structured as a merger under the laws of the State of Delaware, whereby the non-Dufry shareholders of Hudson Group will receive an aggregate of 4,218,750 registered shares of Dufry Ltd., which will be sourced from Dufry Ltd.’s existing authorised capital (genehmigtes Kapital), as well as zero-coupon mandatory convertible notes («MCNs»), which will be convertible into 932,704 registered shares of Dufry Ltd. at no premium, which will be sourced from Dufry Ltd.’s existing conditional capital (bedingtes Kapital). The exchange ratio, at which the shares of Dufry Ltd and the MCNs will be issued, has been determined based on the 3-month weighted average price of the shares of Dufry Ltd. of CHF 85. per share and values 100% of Hudson Group’s equity. Art der Absprache: The Merger Agreement has been signed on September 3, 2008, by and among Hudson Group, Advent-Hudson, LLC, Hudson Media Inc., Dufry Ltd. and two merger subsidiaries wholly-owned by Dufry Ltd. Advent-Hudson, LLC, and Hudson Media Inc. are the selling holders of the issued and outstanding shares of Hudson Group. Übertragungsdatum: The expected closing date will be after the expiration of any waiting period (and any extension thereof) under the United States Hart-Scott-Rodino Antitrust Improvements Act («HSR Act») and the satisfaction of other customary closing conditions. Anteile: The proportion of number, type and voting rights of all equity securities and of all financial instruments pursuant to art. 13 SESTO-FBC that are held by the aforementioned group entities are 9,375,288 registered shares of Dufry Ltd., representing 66.67% of the share capital and of the voting rights, and 932,704 registered shares of Dufry Ltd. underlying the MCNs issued at closing representing 6.63% of the share capital and of the voting rights, resulting in total shareholding of the aforesaid group entities of 10,307,992 registered shares of Dufry Ltd., representing or 73.3% of the share capital and of the voting rights. As required by art. 20 SESTA, the disclosed percentages are based on the currently issued and registered share capital of Dufry Ltd. of CHF 70 312 500. divided into 14,062,500 registered shares and hence disregard the fact that upon issuance of 4,218,750 registered shares from the authorised capital and 932,704 registered shares from the conditional capital issuable upon conversion of the MCNs into shares, the issued share capital of Dufry Ltd. will comprise 19,213,954 registered shares, whereby the above notified percentages of 66.67% and 73.3%, respectively, will be reduced to 48.79% and 53.65%, respectively.