Purchase Price of $7.70 in Cash for Each
Hudson Class A Common Share
Hudson (NYSE: HUD), a North American travel experience leader
with more than 1,000 stores in airports, commuter hubs, landmarks
and tourist destinations, today announced that it has entered into
a definitive agreement with Dufry AG Group (“Dufry”), its
controlling shareholder with 57.4% ownership of the Company,
pursuant to which Dufry would acquire all of the equity interests
in Hudson that it does not already own for $7.70 in cash for each
Hudson Class A share (the “Transaction”). The per-share price
represents a 50.1% premium to Hudson’s closing price as of August
18, 2020, the day prior to the public announcement of the
Transaction. Upon completion of the Transaction, Hudson will become
an indirect wholly owned subsidiary of Dufry and will be delisted
from the New York Stock Exchange.
The terms of the Transaction were negotiated, unanimously
recommended, and approved by the independent directors of Hudson
who formed a special committee to negotiate with Dufry, given
Dufry’s existing ownership stake in Hudson and representation on
Hudson’s Board of Directors. In addition, the Board of Directors of
Hudson, based on the recommendation of the special committee, and
the Board of Directors of Dufry, approved the Transaction.
Roger Fordyce, CEO of Hudson, commented, “While our ownership
structure will change as a result of the proposed Transaction, the
re-integration of Hudson into Dufry will further facilitate the
execution of our business strategy. Hudson successfully implemented
its business and growth plans as a wholly owned Dufry subsidiary
for nearly nine years prior to our initial public offering in 2018.
Our strategy remains unchanged to serve as the all-encompassing
travel partner and we will continue to focus on our four key
pillars: travel convenience, specialty retail, duty free, and food
and beverage.”
The Transaction is subject to approval by the holders of a
majority of Hudson’s outstanding common shares present at a Hudson
shareholder meeting to be held in due course. The Transaction is
also conditioned upon the successful completion of an equity rights
offering by Dufry to finance the Transaction, the approval of the
equity capital increase necessary for such rights offering by
Dufry’s shareholders, the consent of Dufry’s lenders under its
existing credit facilities as well as other customary closing
conditions. Dufry expects the Transaction to close in the fourth
quarter of 2020.
The Hudson special committee was advised by Cravath, Swaine
& Moore LLP as legal advisors and by Lazard Freres & Co.
LLC as lead independent financial advisor. The special committee
was also advised by Banco Santander, S.A.
Website Information
We routinely post important information for investors on the
Investor Relations section of our website,
investors.hudsongroup.com. We intend to use this website as a means
of disclosing material information. Accordingly, investors should
monitor the Investor Relations section of our website, in addition
to following our press releases, SEC filings, public conference
calls, presentations and webcasts. The information contained on, or
that may be accessed through, our website is not incorporated by
reference into, and is not a part of, this document.
This press release is not an offering of securities for sale
in any jurisdiction
Certain participants in the Transaction will prepare and file
with the U.S. Securities and Exchange Commission (the “SEC”) a
Schedule 13E-3 Transaction Statement, which will contain important
information on Hudson, the Transaction and related matters,
including the terms and conditions of the Transaction. Shareholders
of Hudson are urged to carefully read these documents, as they may
be amended from time to time, before making any decision with
respect to the Transaction. The Schedule 13E-3 and all other
documents filed with the U.S. SEC in connection with the
Transaction will be available when filed, free of charge, on the
U.S. SEC’s website at www.sec.gov. In addition, these documents
will be made available, free of charge, to shareholders of Hudson
who make a written request to the investor contact below.
Hudson and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be “participants” in the solicitation of proxies from the
Company’s shareholders with respect to the Transaction. Information
regarding the persons who may be considered “participants” in the
solicitation of proxies and the interests of such potential
participants will be set forth in the Schedule 13E-3 transaction
statement relating to the Transaction when filed with the SEC and
the other relevant documents filed with the SEC when they become
available. This announcement is neither a solicitation of a proxy,
an offer to purchase nor a solicitation of an offer to sell any
securities and it is not a substitute for any filings that may be
made with the SEC should the Transaction proceed.
About Hudson
Hudson, a Dufry Company, is a travel experience company turning
the world of travel into a world of opportunity by being the
Traveler’s Best Friend in more than 1,000 stores in airport,
commuter hub, landmark, and tourist locations. Our team members
care for travelers as friends at our travel convenience, specialty
retail, duty free and food and beverage destinations. At the
intersection of travel and retail, we partner with landlords and
vendors, and take innovative, commercial approaches to deliver
exceptional value. To learn more about how we can make your
location a travel destination, please visit us at
hudsongroup.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
(Reform Act). Forward-looking statements are based on our beliefs
and assumptions and on information currently available to us, and
include, without limitation, statements regarding our business,
financial condition, strategy, results of operations, certain of
our plans, objectives, assumptions, expectations, prospects and
beliefs, the effects of the novel coronavirus (COVID-19) on the
demand for air and other travel, our supply chain, as well as the
impact on our business, financial condition and results of
operations and statements regarding other future events or
prospects. Forward-looking statements include all statements that
are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believe,” “expect,”
“plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,”
“potential,” “assume,” “continue,” “may,” “will,” “should,”
“could,” “shall,” “risk” or the negative of these terms or similar
expressions that are predictions of or indicate future events and
future trends. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future
performance and that our actual results of operations, financial
condition and liquidity, the development of the industry in which
we operate and the effect of acquisitions on us may differ
materially from those made in or suggested by the forward looking
statements contained in this press release. In addition, even if
our results of operations, financial condition and liquidity, the
development of the industry in which we operate and the effect of
acquisitions on us are consistent with the forward-looking
statements contained in this press release, those results or
developments may not be indicative of results or developments in
subsequent periods. Forward-looking statements speak only as of the
date they are made, and we do not undertake any obligation to
update them in light of new information or future developments or
to release publicly any revisions to these statements in order to
reflect later events or circumstances or to reflect the occurrence
of unanticipated events. Factors that may cause our actual results
to differ materially from those expressed or implied by the
forward-looking statements in this press release, or that may
impact our business and results more generally, include, but are
not limited to, the risks described under “Item 3. Key
Information—D. Risk factors” of our Annual Report on Form 20-F for
the year ended December 31, 2019 which may be accessed through the
SEC’s website at https://www.sec.gov/edgar. You should read these
risk factors before making an investment in our shares.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200818005817/en/
Investor/Media Contact Cindi Buckwalter VP of Investor
Relations & Corporate Communications
investorrelations@hudsongroup.com
communications@hudsongroup.com
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