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Bär & Karrer Ltd.

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Dufry South America Ltd. merges with Dufry AG

April 2010

Dufry South America Ltd., a Bermudan company listed on the Luxembourg Stock Exchange and on Bolsa de Valores, Mercadorias & Futuros de São Paulo (BM&FBOVESPA) and majority-owned by Dufry AG, listed on the SIX Swiss Exchange, merged and amalgamated with and into Dufry Holdings & Investments AG, a wholly-owned Swiss subsidiary of Dufry AG, in a cross-border triangular merger under Swiss and Bermudan law. As a merger consideration, the former minority shareholders of Dufry South America Ltd. have received shares of Dufry AG. The deal value amounts to approximately CHF 795 million.

The listing of the new Dufry AG shares on the SIX Swiss Exchange took place on 24 March 2010. Dufry AG also applied to the Comissão de Valores Mobiliários in Brazil to be admitted as the first Swiss issuer of Brazilian Depositary Receipts on BM&FBOVESPA. Bär & Karrer acted as Swiss legal advisor to Dufry South America Ltd. The team included Thomas U. Reutter and Ariane Riedi Wirth.

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