The Benettons, who control Autogrill, will transfer their 50.3% stake in Autogrill to Dufry, receiving 0.158 new Dufry shares for each Autogrill share.
The announcement comes after Dufry and Autogrill confirmed talks on a merger deal to create a ‘travel retail giant’ last month.
The combined entity will operate around 5,500 outlets across around 1,200 airports and other locations, serving 2.3 billion passengers.
It would have a market value of around $6bn, according to Bloomberg.
Dufry said that the combined company will register Sfr13.6bn ($13.8bn) in revenue and earnings before interest, tax, depreciation and amortisation (EBITDA) of Sfr1.4bn ($1.42bn).
The company’s CEO, Xavier Rossinyol, will continue to lead the combined entity.
Rossinyol said: “I am very happy to lead this transformative combination, which I am sure will reinforce the new Group strategy and will create sustainable long-term value for our customers and shareholders.
“By executing on this unique opportunity, we will accelerate growth by fully focusing on consumers and the digital revolution, by offering additional value to landlords and airport partners with an expanded service portfolio, while further diversifying the Group and increasing our resilience.”
The deal is subject to regulatory approvals and approval by Dufry’s shareholders at the Extraordinary General Meeting, as well as certain other conditions.
European industrial holding company Edizione, which is owned wholly by the Benetton family, will become the combined entity’s major shareholder after the deal.
Edizione chairman Alessandro Benetton said: “The union between Autogrill and Dufry will allow the creation of the world champion in the sector, with a leadership position in different geographies and on different services, also favoured by important synergies within the new Group.
“In this new reality, Autogrill will play a leading role, bringing with it its values and corporate culture, particularly in the areas of sustainable development and innovation.”