The proposal comprises a cash offer of EUR 6.05 per ordinary share of Dalata and values the issued share capital of Dalata at approximately EUR 1.3 billion and represents a premium of approximately:
27.1 per cent. to Dalata’s closing share price of EUR 4.76 as at close of business on 5 March 2025, being the last trading day prior to the announcement by Dalata of the commencement of a strategic review and formal sale process; and 13.6 per cent. to the three month volume weighted average price of approximately EUR 5.32 for Dalata shares as at the close of business on 2 June 2025.
Eiendomsspar is beneficially interested in approximately 8.8 percent 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 notes that Dalata is currently engaged in the Formal Sale Process. The consortium has not participated in that process to date and has formulated and submitted the proposal independently, reflecting its interest in Dalata and its belief in the strong strategic and financial merits of a combination.
The consortium believes the proposal would deliver tangible and certain value for Dalata shareholders, fully in cash and at a meaningful premium. As established hotel investors with deep knowledge of the European hospitality sector, and experience from successfully executing similar transactions in the UK and Ireland, the consortium is well-positioned to support Dalata’s business and long-term growth ambitions. The consortium is currently in negotiations with a reputable European hotels’ operator to conclude a framework agreement for the operation of the Dalata hotels should the consortium acquire Dalata. Such operator shares the consortium’s commitment to long term profitable and sustainable growth.
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.
There can be no certainty that any offer will be made. A further announcement will be made as appropriate. Any offer, if made, is likely to solely be in cash, although the consortium reserves the right to vary the form of consideration and/or introduce other forms of consideration.
In accordance with Rule 2.6 of the Irish Takeover Rules, the consortium is required, no later than 5:00pm (Irish time) on 15 July 2025, to either: announce a firm intention to make an offer for Dalata in accordance with Rule 2.7 of the Irish Takeover Rules; or announce that it does not intend to make an offer for Dalata, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline will only be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6 of the Irish Takeover Rules.
Pursuant to Rule 2.5 of the Irish Takeover Rules, the consortium reserves the right to vary the form and / or mix of the offer consideration and vary the transaction structure. The consortium also reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower price than EUR 6.05 per share): with the recommendation or consent of the Board of Directors of Dalata; if Dalata announces, declares or pays any dividend or any other distribution or return of value to its shareholders after the date of this announcement, in which case the consortium reserves the right to make an equivalent adjustment to any offer; following the announcement by Dalata of a Rule 9 whitewash transaction pursuant to the Irish Takeover Rules; or if a third party announces a firm intention to make an offer for Dalata on less favourable terms or at a lower price than EUR 6.05 per share.
This announcement is made without the prior agreement of Dalata.