Announcement • Nov 07
Pandox AB (publ) (OM:PNDX B) and Eiendomsspar AS (OTCNO:EISP) completed the acquisition of remaining 91.2% stake in Dalata Hotel Group plc (ISE:DHG).
Pandox AB (publ) (OM:PNDX B) and Eiendomsspar AS (OTCNO:EISP) proposed to acquire remaining 91.2% stake in Dalata Hotel Group plc (ISE:DHG) for €1.2 billion on June 3, 2025. The proposal comprises a cash offer of €6.05 per ordinary share of Dalata (the "Proposal") and values the issued share capital of Dalata at approximately €1.3 billion. As a part of the acquisition, Eiendomsspar is beneficially interested in approximately 8.8% of the issued ordinary shares in Dalata. It is expected that the Consortium will form a company that will be indirectly owned or controlled by Pandox and Eiendomsspar for the purposes of the implementation of the Proposal. Should the transaction proceed, it is expected that Eiendomsspar will contribute its Dalata shareholding to such company. The Consortium reserves the right to vary the form and / or mix of the offer consideration and vary the transaction structure. On completion of the Acquisition, it is expected that Bidco will be owned as to 91.5% by Pandox and as to 8.5% by Eiendomsspar.
The Consortium is seeking to engage constructively with the Board of Directors and management of Dalata with the aim of securing a recommendation for the Proposal. Subject to the satisfaction or waiver of the pre-conditions referenced in the Important Notices below, it stands ready to prepare the necessary documentation and work for a 2.7 announcement, with a view to progressing quickly. The transaction is subject to approval by regulatory board / committee, consummation of due diligence investigation and subject to antitrust regulations. As of June 20, 2025, the Consortium announces that Pandox Ireland DAC, a wholly-owned indirect subsidiary of Pandox, has today made an on market purchase of 1,698,112 ordinary shares in Dalata, representing approximately 0.8 per cent. of the issued share capital of Dalata, at a price of €6.30 per share. As of June 24, 2024, Pandox AB (publ) (OM:PNDX B) and Eiendomsspar AS (OTCNO:EISP) proposed an second indicative proposal to acquire remaining 90.4% stake in Dalata Hotel Group plc (ISE:DHG) for €6.30 per share. On 25 June 2025, the Dalata Board provided the Consortium with access to a virtual dataroom, including due diligence information made available to parties engaged in the Formal Sale Process, and access to executive management, in order that the Consortium might improve its offer. On July 4, 2025, Dalata subsequently received a revised non-binding proposal from the Consortium regarding a possible cash offer of €6.45 per Dalata Share. In a separate transaction, Scandic Hotels Group AB entered into a framework agreement to acquire Hotel Operations of Dalata Hotel Group Plc. Dalata Board intends to recommend unanimously that Dalata Shareholders vote in favour of the Scheme and all of the Resolutions. As of July 23, 2025, Pandox AB and Eiendomsspar AS made an on-market purchase of 37,060,105 ordinary shares in Dalata, representing approximately 17.52% of the issued share capital of Dalata, at a price of €6.39 per share. Following the purchase, Bidco's total interest in Dalata, together with those shares held by Eiendomsspar and Pandox, amounts to 57,801,937, representing approximately 27.33% of the issued share capital of Dalata. Investors in Dalata are set to vote on the matter at shareholder meetings on September 11, 2025. On September 11, 2025, Dalata Hotel Group PLC's Scheme Meetings and EGM approved the cash offer by Pandox Ireland Tuck Limited. At the First Scheme Meeting, 100% of 18,530,682 Consortium Shares voted in favor. The Second Scheme Meeting saw 99.87% of 73,830,443 Scheme Shares (excluding Consortium Shares) in favor. During the EGM, all resolutions, including the Scheme of Arrangement and amendments to the Memorandum and Articles of Association, were passed with over 99% support. The Scheme's completion awaits High Court sanction, with a hearing expected in October 2025. As of October 7, 2025, the EU Commission cleared the transaction. As of October 29, 2025, the deal was unanimously recommended by the board of Pandox Ireland Tuck Limited and was sanctioned by the High Court of Ireland. The transaction is expected to close on November 7, 2025.
Andrew Hackney, Cameron Duncan and Jason Molins of Goodbody Stockbrokers UC acted as financial advisors to Pandox AB (publ) and Eiendomsspar AS. Avi Goldberg, Sam Green, Alice Squires, Nikhil Walia and Joel Barnett of N.M. Rothschild & Sons Limited acted as financial advisor to Dalata Hotel Group plc.
Pandox AB (publ) (OM:PNDX B) and Eiendomsspar AS (OTCNO:EISP) completed the acquisition of remaining 91.2% stake in Dalata Hotel Group plc (ISE:DHG) on November 7, 2025. In accordance with the requirements of the Irish Takeover Rules, all consideration to be paid to Scheme Shareholders under the terms of the Scheme will be distributed by no later than November 21, 2025. Cancellation of the admission of Dalata Shares to trading on the regulated market of Euronext Dublin and on the Main Market of the London Stock Exchange and the listing of Dalata Shares on the Official List of Euronext Dublin and the FCA’s Official list is expected to occur on November 10, 2025.
