By Ruth Mercer
The High Court has approved the scheme of arrangement underpinning the proposed takeover of Dalata Hotel Group plc by Pandox Ireland Tuck Limited, known as Bidco.
In an ex tempore judgment delivered on 29 October 2025, Mr Justice Mark Sanfey sanctioned the scheme and approved the related reduction of Dalata's share capital.
The transaction provides for Bidco to acquire Dalata's entire issued and to-be-issued share capital for €6.45 per scheme share. The structure involves cancellation of certain existing shares, followed by the issue of an equivalent number of new shares to Bidco, alongside the transfer of other scheme shares.
Dalata had announced a strategic review on 6 March 2025 after its board identified challenges including its relatively small scale as a listed company, a concentrated shareholder register and constraints on its capital base. A formal sale process followed, leading to agreement on Bidco's cash offer on 15 July.
The court examined whether shareholders had been properly notified, whether statutory and court requirements had been followed, whether the shareholder classes were correctly constituted, whether there had been any coercion and whether an intelligent and honest shareholder could reasonably approve the scheme.
The independent shareholders voted 99.87% in favour at a scheme meeting on 11 September 2025. The consortium shareholders voted unanimously in favour, and a subsequent extraordinary general meeting also approved the scheme and capital reduction.
Mr Justice Sanfey found that the independent shareholders were properly treated as a single class because their legal rights under the scheme were sufficiently similar. He also found no evidence of coercion and said the overwhelming shareholder support reinforced the conclusion that the scheme was commercially reasonable.
The ruling sanctions the corporate restructuring necessary for the takeover. It does not itself describe the later completion date of the acquisition or any subsequent delisting steps.