Matheson has advised one of the largest hotel property owners in Europe, Pandox AB, on its c€1.4bn recommended cash offer for Dalata Hotel Group plc, including advising on its acquisition finance facilities and on a framework agreement with Pandox’s long-term partner, Scandic Hotels Group AB, to be an operating partner for the existing Dalata portfolio from completion of the acquisition.
Pandox is acting in consortium with Eiendomsspar AS through Pandox Ireland Tuck Limited (Bidco) to make the acquisition, which is fully financed from a combination of existing cash resources available to Pandox and Eiendomsspar and a facility provided to Pandox by its existing lender, DNB Bank ASA.
The acquisition comprises a portfolio of 56 hotel businesses, including 31 freehold and long leasehold properties, 22 leasehold hotels and three managed hotels in Ireland, the UK, Germany and the Netherlands.
The acquisition, which is intended to be implemented by means of a scheme of arrangement under Irish law, is conditional on, among other things, the approval of the scheme by Dalata shareholders, receipt of any necessary regulatory or other approvals and the sanction of the scheme by the High Court of Ireland.
The acquisition is expected to be completed in the fourth quarter of 2025, at which point the parties intend to undertake a separation of the real estate and hotel operating businesses in the Dalata group. Scandic will operate all of Dalata’s hotels under a management agreement from the completion of the acquisition.
Bidco and Scandic have also entered into option arrangements, pursuant to which, in the event of an exercise of an option following the post-completion separation of the real estate and hotel operating businesses, the Dalata hotel operating business may be sold to the Scandic group.
Matheson worked closely with co-counsel Macfarlanes to support the Pandox team in delivering this complex transaction.
The transaction was led by Corporate M&A Partners Fergus Bolster and David Jones, together with Commercial Real Estate Partner, Sally Anne Stone. They were closely supported by Corporate M&A Partner, Susan Carroll Chrysostomou and Corporate M&A Senior Associate Anna O’Carroll.
Commenting on the transaction, Fergus Bolster said:
“We are very pleased to be advising on this significant transaction for Pandox, which is also one of the standout M&A transactions in the Irish market this year. It is transactions like this which allow us to demonstrate the strength and depth of our expertise and validates Matheson’s position as the advisor of choice for internationally focused companies doing business in and from Ireland. It is a true privilege for us to work alongside the Pandox team.”
The Corporate M&A team also included Sandra Lord, Leo Collins, Zainab Masood, Lauren McBrien, Aoife O'Neill, Mary Maunsell, Leon Carroll, Barry McCarthy, Conor Hanrahan and Isobel Murray.
The Commercial Real Estate team included Shelley Kinsella, Laura James, James O’Mahony and Lucy Slattery.
Finance advice was provided by Maireadh Dale and Alan Bunbury and their team, including Tom Hemsworth, Stephanie Hughes, Peter Holland and Tom O’Donnell.
The broader transaction team included Calum Warren (Competition and Regulation), Matthew Broadstock, Aidan Fahy, Vahan Tchrakian, Chloe Power and Patrick Heron (all Tax), Russell Rochford and Rachel Barry (both Employment, Pensions and Benefits), Sarah Jayne Hanna, Conor Doyle and Michael McGrogan (all Technology and Innovation) and Michael Byrne (Litigation).
For more information please contact Fergus Bolster, David Jones, or Sally Anne Stone.
