Comment on this storyCommentThe meal deal served by the Benettons to minority investors in Autogrill SpA arrived cold.The billionaire family has just agreed to sell its controlling stake in the motorway-restaurant operator to Swiss duty-free retailer Dufry AG in an ungenerous deal, gaining a position of influence in the combined business. That leaves fellow shareholders deprived of the takeover at a premium they were clearly expecting.In January, Benetton holding company Edizione SpA restructured to focus on three core areas — the eponymous fashion empire, Autogrill, and the Atlantia SpA infrastructure business in which it holds a minority stake.Since then the family has been busy defending these positions. When construction tycoon Florentino Perez made an approach to acquire Atlantia, Edizione teamed up with US buyout firm Blackstone Inc. to make its own bid for full control.In the deal with Dufry, Edizione isto sell its 50% holding in Autogrill in return for a 20%-25% stake in the Swiss company. The logic is clear enough: diversification, and exposure to a larger travel market for food and retail. Edizione clearly doesn’t want to cash out. The stake swap is priced at the two companies’ three-month average share prices just before Bloomberg News revealed deal talks in mid-April.It’s consistent with what looks like a strategy to lessen the concentration of the Benettons’ wealth in Italy and pursue opportunities in businesses they’re familiar with, while being more open to partnerships along the way.The family does get some compensation for surrendering control, judging by the proposed governance. It will be the lead shareholder and get to nominate three out of 11 board seats. The current Autogrill boss will run Dufry’s North America business.There are shades here of the late Leonardo Del Vecchio’s move to merge designer-spectacles maker Luxottica with Essilor in 2017. The luxury billionaire shifted from a controlling position in Luxottica to a large minority stake in the enlarged company but kept boardroom sway. The Benettons will be rubbing shoulders with some powerful fellow shareholders in Dufry — ecommerce giant Alibaba Group Holding Ltd., buyout firm Advent International, Qatar Investment Authority and luxury group Richemont.For Autogrill’s other shareholders, a clean takeout at a decent price would be preferable, hence the stock fell on Monday in disappointment. They are, however, being offered a slightly better deal than the Benettons financially as they get a cash alternative at 6.33 euros ($6.37) a share (the three-month average price). That’s a valuable option, as the decline in Dufry shares since April means the value of the stock-based offer is lower.Why would Autogrill shareholders be tempted to trade into the combination? There are some modest cost savings, but the Dufry-Autogrill growth story must be taken with a pinch of salt. Cross-selling food and non-food products in airports is a challenge. A panini with your Gucci watch, madam? Customers are either focused on the job in hand – getting to the gate – or glued to their smartphones. That said, the experience of passing through airports is far from pleasant, creating a business opportunity for those who can improve it.This two-stage deal is going to take nearly a year to complete and its attractions may look very different then. The Benettons will be taking a long-term view. But fellow Autogrill shareholders will be focused on the support it gives their stock in the short-term as travel and the businesses it feeds are still far from back to normal.More From Bloomberg Opinion:• The World Through Del Vecchio’s Ray-Bans: Rachel Sanderson• Airline Chaos Makes High Fares Harder to Bear: Brooke Sutherland• Kellogg Is Serving Hungry Investors a Snack: Andrea FelstedThis column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.Chris Hughes is a Bloomberg Opinion columnist covering deals. Previously, he worked for Reuters Breakingviews, the Financial Times and the Independent newspaper.More stories like this are available on bloomberg.com/opinion
