* Two companies have total market cap of about $5.5 bln

* Benetton holding company Edizione to become largest shareholder

* Dufry CEO to lead combined group (Recasts, adds detail, share prices, analyst comment)

July 11 (Reuters) - Duty-free retailer Dufry has agreed to buy Italian airport and motorway caterer Autogrill , creating a travel industry giant to take advantage of growth opportunities as the sector rebounds, the companies said on Monday.

Italy's Benetton family - Autogrill's largest investor - will transfer its entire 50.3% stake to Dufry, which will offer to buy out minority stakeholders, with the Benetton's holding company Edizione then becoming the combined group's biggest shareholder with a stake of 20-25%.

"The combination of the two groups will create a new leader in travel experience and allow us to significantly increase our presence in core markets, such as the U.S., and in the travel food and beverage sector," Dufry Chairman Juan Carlos Torres said in the companies' statement.

"This transaction will strengthen our balance sheet, reduce our leverage and create meaningful synergies."

At Friday's market prices, the two companies had a total market capitalisation of about $5.5 billion.

Dufry CEO Xavier Rossinyol will lead the combined group, Torres keeping his role in the new company.

The transfer of the Benetton family's stake, held through Edizione, will be at a ratio of 0.158 new Dufry shares for each Autogrill share, the groups said in a statement.

The offer represents a discount of 25-30% to trading prices on Friday, Rossinyol said on a call with reporters.

Dufry's subsequent tender for remaining Autogrill shares will offer 0.158 new Dufry shares for each Autogrill share or 6.33 euros ($6.43) per Autogrill share.

Dufry shares rose 6.2% in early trade while Autogrill stock fell 8%.

"We welcome the deal announcement as the business combination of both companies represents a complementary strategic fit and will support Dufry’s new long-term strategy," Baader Helvea analyst Volker Bosse wrote in a client note.

The combined entity will be given a new name and the deal is expected to complete in the second quarter of next year.

Dufry said the combined company will cater to 2.3 billion passengers in more than 75 countries, generating revenue of 13.6 billion Swiss francs ($13.90 billion) and core earnings of 1.4 billion Swiss francs.

Autogrill's current CEO Gianmario Tondato da Ruos will take on the position of executive chairman of the new group's North American business and Edizione Chairman Alessandro Benetton will join as honorary chairman.