Sir, In relation to the sale to Dufry of the 50.1 per cent equity stake in World Duty Free group held by Edizione, the FT quotes an undisclosed representative of the Chinese group Boyu Capital (one of the bidders for the acquisition of the stake) who said “the conditions in our offer were not different at all from those given in the winning offer” (“Italy urged to investigate World Duty Free auction”, May 11).
Such a statement (which, in our view, might misleadingly appear validated by your indication that Boyu’s offer documents had been reviewed by you) is not true. In fact, Boyu’s offer, contrary to Dufry’s, was conditional on obtaining the prior consent of certain airport operators to the change of control of WDF resulting from the disposition of the equity stake referred to above. In particular, under Boyu’s offer, the closing of such disposition was subject to the unconditional waiver by the airport operators of the change of control restrictions contained in the concession agreements relating to five airports representing about 40 per cent and about 50 per cent of WDF’s consolidated turnover and consolidated Ebitda.
Dufry’s offer, instead, did not contain conditions relating to the change of control of WDF, but only the following two conditions to closing, already disclosed to the market: the approval, by Dufry’s shareholders, of a capital increase aimed at partially financing the proposed acquisition (approval granted by Dufry’s shareholders’ meeting held on April 29 2015); and the obtaining of the usual authorisations by the competent antitrust authorities.