Macfarlanes has advised Pandox on the scheme of arrangement and completion of the acquisition of Dalata Hotel Group plc. The total transaction is worth approximately €1.7bn (including €1.4bn purchase price and €300m net debt) and became effective on 7 November 2025.
Pandox will retain 31 self‑owned Investment Properties in Ireland and the UK. Scandic will operate the retained properties under new long‑term, revenue‑based leases with minimum guaranteed levels, and is intended to acquire the full operating platform of 56 hotel businesses (including Dalata’s Clayton and Maldron brands).
Macfarlanes advised Pandox throughout the offer and acquisition process, including structuring and implementation of the scheme of arrangement, engagement with the Irish Takeover Panel, regulatory and listing workstreams in Ireland and the United Kingdom, negotiation of transaction documentation, and coordination with financial and communications advisers. The transaction included a full “certain funds” acquisition finance facility and arrangements for a post-completion reorganisation of Dalata.
Macfarlanes worked closely with co-counsel Matheson to support the Pandox team to deliver this complex transaction.
The transaction was led by Partners Victoria Hills, Richard Burrows and Max Mittasch, with assistance from Victor Chu, Maeve Sloan and Rhian Edwards. Finance advice was led by Partner Laura Bretherton with support from Scott Perry. Tax advice was provided by Partners Jeremy Moncrieff and Sarah Shucksmith, with support from Beth Leggate. Share incentives input was provided by Partner Rasmus Berglund. Real estate advice was provided by Partner Dan Marriott with support from Tosin Ojukotola and Joe Mukozho. Competition advice was provided by Partners Malcolm Walton, Foad Hoseinian and Senior Associate Rachel Carter. Employment advice was provided by Louise Pereira.
Victoria Hills commented: “Some deals are just special. It was a privilege to support the Pandox team as they navigated to the successful completion of this milestone transaction, which shows that the European hotel investment market remains active, with strong demand for high‑quality assets in the UK and Ireland. We are also delighted to have worked alongside our colleagues at Matheson and Pandox’s wider advisory team in what was a truly collaborative effort.”