Dufry South America Ltd. and Dufry AG Agree on Financial Terms of Merger

Jan 18, 2010, 00:45 ET from Dufry South America Ltd.

BASEL, Switzerland, RIO DE JANEIRO, Jan. 18 /PRNewswire-FirstCall/ -- Extraordinary cash dividend of USD 4.71 per DSA share/BDR for DSA shareholders/BDR holders – 1 DAG share/BDR for 4.10 DSA shares/BDRs – Finalization of merger agreement expected in the coming weeks.

In connection with the proposed merger of Dufry South America Ltd. ("DSA") and Dufry AG ("DAG"), the Boards of Directors of DSA and DAG have reached an agreement that DSA shareholders shall receive 1.00 DAG share in exchange for 4.10 DSA shares and DSA BDR holders shall receive 1.00 DAG BDR in exchange for 4.10 DSA BDRs. In addition, conditioned upon completion of the merger, DSA shareholders/BDR holders shall receive from DSA an extraordinary cash dividend of USD 4.71 per DSA share/BDR. The agreed terms have been proposed by the Special Committee of Board Members of DSA.

Dufry AG, a company incorporated in Switzerland, with shares listed on the Swiss Stock Exchange (SIX: DUFN), and Dufry South America Ltd., a company incorporated in Bermuda, with shares listed on the Luxembourg Stock Exchange and with Brazilian Depositary Receipts ("BDRs") listed on the Sao Paulo Stock Exchange – BM&FBovespa (BM&FBovespa: DUFB11) hereby inform the market that as disclosed in DSA's material fact and DAG's press release published on January 11, 2010, the DSA Board of Directors formed on January 10, 2010, a Special Committee of Board Members of DSA ("SCBM"), composed by a majority of independent board members, to evaluate, discuss and negotiate DAG's merger proposal, pursuant to which DSA shareholders/BDR holders would receive 1.00 DAG share/BDR in exchange for 4.10 DSA shares/BDRs. The proposal has also foreseen, conditioned upon completion of the merger, that each DSA shareholder/BDR holder will receive from DSA an extraordinary cash dividend of USD 3.92 per DSA share/BDR ("DAG's Proposal").

The SCBM carefully analyzed the details of DAG's Proposal from a DSA perspective, including in particular, the strategic, business and regulatory aspects of the proposed transaction and the appropriateness and fairness of the financial terms and conditions of DAG's Proposal. The SCBM also reviewed and discussed the valuation reports delivered by DAG and engaged Banco Santander to provide a valuation report to both Boards of Directors. The SCBM also retained an independent legal counsel.

After reviewing all the documents and information deemed necessary, the SCBM unanimously decided that DAG's Proposal was fair to DSA but could be improved. Therefore, the SCBM made a counter proposal to DAG, pursuant to which the extraordinary cash dividend to be paid by DSA to its shareholders/BDR holders should be increased from USD 3.92 to USD 4.71 per DSA share or BDR, and accepting all the other terms and conditions of DAG's Proposal ("SCBM Proposal").

DAG reviewed the SCBM Proposal and DAG's Board of Directors unanimously approved the SCBM Proposal. On January 16, 2010, following the recommendation of the SCBM, the DSA Board of Directors unanimously approved the SCBM Proposal. DAG-related DSA Board Members did not vote in such Board meeting.

DAG has retained Morgan Stanley, ING, Calyon and Credit Suisse as financial advisors to the transaction. Morgan Stanley and Calyon have analysed and reviewed the SCBM Proposal from DAG's financial point of view, and opined on its financial fairness.

It is expected that DSA and DAG will finalize the other terms and conditions of the merger agreement in the coming weeks and will inform the market of any new developments in accordance with the applicable regulations.

The merger is conditional on the execution of the merger agreement, the approval of the transaction by the shareholders of DAG and DSA, the listing of DAG's new shares on the SIX Swiss Exchange, DAG's registration with the CVM as a BDR issuer and on the listing of its shares in the form of BDRs on the BM&FBovespa.

More information on the transaction is available through the websites www.dufry.com or www.dufrysouthamerica.com.

Andreas Schneiter

Ricardo Bullara

Dufry AG

Dufry South America Ltd.

Director Treasury & Investor Relations

Chief Financial & Investors Relations Officer


For more information, please contact:




Dufry AG

Dufry South America Ltd.

Andreas Schneiter

Ricardo Bullara

Director Treasury & Investor Relations

Chief Financial & Investors Relations Officer

Phone: +41 61 266 42 38

Phone: +55 21 2157 9610

andreas.schneiter@dufry.ch

invest@dufrysouthamerica.com



Mary Kostaropoulou

Sara Lizi

Investor Relations

Investor Relations Manager

Phone: +41 61 266 43 27

Phone: +55 21 2157 9901

mary.kostaropoulou@dufry.ch

sara.lizi@dufry.com.br




Mario Rolla


Corporate Communications Manager


Phone: +55 21 2157 9611


mario.rolla@dufry.com.br


Dufry Group: A leading global travel retailer – Dufry AG (SIX: DUFN) is a leading global travel retailer operating more than 1,000 duty-free and duty-paid shops in airports, cruise lines, seaports, railway stations and downtown tourist areas. Dufry employs around 11,000 people. The company, headquartered in Basel, Switzerland, operates in 42 countries in Europe, North America & the Caribbean, South America, Asia and Africa.

About Dufry South America – DSA (BM&FBovespa: DUFB11) is the South American subsidiary of Dufry Group. DSA currently has a workforce of 1,922 full-time equivalent employees. The company is the leader in the retail travel market in South America, with operations in 95 duty-free and duty-paid shops located in the main Brazilian and Bolivian airports and shopping areas as well as onboard cruise ships in the Americas.

Notice according to Bermuda Law

Notice is hereby given by Dufry South America Ltd. and Dufry Holdings & Investments AG pursuant to Section 104B of the Companies Act 1981 that the companies intend to amalgamate and continue as Dufry Holdings & Investments AG in Switzerland.

US Disclaimer

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States").  This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Dufry AG have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

SOURCE Dufry South America Ltd.



RELATED LINKS

http://www.dufrysouthamerica.com