Conyers advises in Dufry merger - March 2010

Alan Dickson • Posted 22/03/2010 • Under Deals & Cases

Conyers' São Paulo office advised on the Bermuda law aspects of Dufry South America Ltd.'s exit from Bermuda by way of a merger with the Swiss incorporated Dufry Holdings and Investment AG.

Conyers advised Dufry South America Ltd., a Bermuda company listed on the Luxembourg Stock Exchange and on BM&FBOVESPA, Sгo Paulo, in its merger and amalgamation with and into Dufry Holdings & Investments AG, a wholly-owned Swiss subsidiary of Dufry AG, listed on the SIX Swiss Exchange (DUFN), in a cross-border triangular merger under Bermuda and Swiss law.

The merged company is governed solely by the laws of Switzerland, with its common shares listed in Switzerland and Brazilian Depositary Receipts listed in Brazil. The merger agreement was developed through careful co-operation between Bermuda, Swiss and Brazilian legal counsel, as it was required to take account of the laws of all three jurisdictions. Close and careful communication and a collegial approach by legal counsel in these jurisdictions was a key factor to the successful completion of the Dufry merger transaction.

The transaction completed in March 2010.