Dufry AG—a company whose name sounds like a mumbled description of the kinds of goods in which it trades—has agreed to acquire the Nuance Group in a bid to overtake Hong Kong’s DFS Group to become the world’s largest company in the travel retail space.
Basel-based Dufry, which operates airport duty-free shops and retail establishments in rail hubs, seaports and other tourist-heavy locales, announced Wednesday it would pay roughly $1.7 billion to buy Zurich-based rival Nuance from private equity firm PAI Partners and the Gecos unit of Italian retailer Gruppo Pam. And enough lawyers to fill an airport terminal have landed key roles on the transaction.
Wachtell, Lipton, Rosen & Katz corporate partners Adam Emmerich and Gordon Moodie are leading a team of lawyers from the firm advising Dufry on the deal that includes antitrust partner Nelson Fitts, executive compensation and benefits partner Adam Shapiro, restructuring and finance partner Gregory Pessin, tax partner T. Eiko Stange and associates Nathanial Asker, Erica Bonnett, Jeffrey Lee, John Robinson and Sehj Vather.
Dufry, which paid $446 million to take control of popular U.S. newsstand chain Hudson News in 2008, turned to Wachtell two years ago for counsel on its $258 million purchase of a 51 percent stake in Hellenic Duty Free from Greek rival Folli Follie. Betting on a potential rebound by the troubled Greek economy, Dufry paid another $452 million to acquire the balance of HDF several months later.
Other lawyers advising Dufry on its proposed purchase of Nuance include Davis Polk & Wardwell corporate partners John Meade and Jacques Naquet-Radiguet and associates Alice Blanchet, Meaghan Chia, Connor Kuratek, Greg Spencer and William Tong; Slaughter and May finance partner Matthew Tobin in London; and M&A partner Frank Gerhard and associate Micha Fankhauser from leading Swiss firm Homburger in Zurich.
Dufry has also assembed a robust roster of due diligence counsel around the world to advise on its acquisition of Nuance. The team includes Baker & McKenzie capital markets partner Simon De Young in Melbourne; Svetlin Adrianov and Ivan Markov of Bulgaria’s Penkov, Markov & Partners; Wei Yingling and Shanshan Zhao of China’s Jun He Law Offices; Titus Walek and Ulrike Elteste of Germany’s Heymann & Partner; Abhishek Saxena and Pranav Srivastava of India’s Phoenix Legal; Rui Pinto Proenca of Macau’s MdME Lawyers (the firm inked an alliance with Dickinson Wright in 2012); Wong Chin Chin and Michelle Tham Mee Cui of Malaysia’s Adnan Sundra & Low; and Malcolm Falzon and Rachel Muscat of Malta’s Camilleri Preziosi.
Rounding the global legal team for Dufry are M&A partner Casper Hacket with Boekel De Neree in the Netherlands; Luis Gagliardini Graca of Portugal’s Morais Leitao, Galvao Teles, Soares da Silva; Dechert’s Laura Brank and Olga Watson in Russia; Tan Su May and Desiree Tan of Allen & Gledhill in Singapore; Mattias Karlsson and Jon Rastad of Sweden’s Mannheimer Swartling; and Ender Ozeke and Sezin Akoglu of Turkey’s Herguner Bilgen Ozeke.
Dufry’s chief legal officer Pascal Duclos is leading an in-house team working on the deal that includes deputy general counsel Isorys Dilone and Tobias Meyer and senior counsel Raffaella Coelho, Alex Soto and Liliana Vidal.
U.S. Senate lobbying records show that Dufry paid $80,000 apiece last year to Dentons and Patton Boggs to advise on airport privatization and concession matters. Washington, D.C.’s Oldaker Law Group received another $18,000 from the company for its counsel on aviation matters in Puerto Rico. (San Juan’s airport was privatized in a $2.6 billion deal in 2012.)
Stefano Sciolla, a partner in the Milan office of Latham & Watkins and cochair of the firm’s retail and consumer products industry group, has taken the lead representing Nuance and Paris-based PAI Partners on the deal with Dufry. Latham, which advised PAI three years ago on its $1.9 billion sale of Italian clothing retailer Gruppo Coin, originally recruited Sciolla to its Rome office from Cleary Gottlieb Steen & Hamilton in 2010.
Other Latham lawyers working on the sale of Nuance include veteran M&A partner M. Adel Aslani-Far, antitrust partner Matteo Bay, corporate counsel Marco Leonardi and associates Filippo Benintendi, Luca Maranetto and Carla Smith. Linda Nicoletta Frigo serves as head of corporate legal affairs at Gruppo Pam.
In acquiring Nuance, Dufry aims to strengthen its operations outside the U.S. by expanding in Europe and Asia, where Bloomberg reports the latter’s archrival DFS remains a formidable competitor. The deal, which requires regulatory approval, is expected to close in the third quarter of this year, when lawyers on all sides will, presumably, celebrate with duty-free champagne.