Dividend Gate Capital (DGC) and Bahrain Family Leisure Company (BFLC) have signed a definitive agreement for BFLC’s share-swap acquisition of Truffle Hospitality Holding, the food and beverage subsidiary of DGC.
The signing follows the successful completion of a comprehensive due diligence process and builds upon the initial conditional agreement signed on November 25, 2024.
The agreement was signed on February 8 at a ceremony held at the Gulf Hotel Bahrain by Mohamed Khonji, Managing Director and Board Member of Dividend Gate Capital and Board Member of Truffle, and Ahmed Janahi, Vice Chairman of BFLC, and was attended by representatives of BFLC, DGC, SICO and other stakeholders.
Upon completion of the transaction, and subject to shareholder and regulatory approvals, DGC will become the majority shareholder of BFLC with a 58% stake, with existing shareholders’ ownership diluted to 42%. Truffle will become a wholly owned subsidiary of BFLC.
BFLC is a Bahrain Bourse–listed company whose shareholder base includes established hospitality sector investors. Truffle operates a portfolio of food and beverage concepts across multiple formats, including fast casual and fine dining restaurants, cafés, legacy concepts, and delivery-focused operations.
Together, BFLC and Truffle currently operate more than 20 food and beverage brands across more than 50 outlets in four GCC countries, generating annual revenues exceeding $20 million. This transaction brings the food and beverage portfolios of BFLC and Truffle under a single listed company structure, and the economies of scale from this merger set the stage for regional expansion. Together, the generating.
Khonji commented: “Bahrain is one of the most dynamic F&B markets in the region and an excellent testing ground for unique concepts that can be exported to other GCC countries. Transactions of this nature are rare in the hospitality sector, particularly at a listed company level. This is an opportunity to bring institutional discipline and portfolio thinking into this segment, creating scale and diversity that supports resilient earnings and a clearer long-term investment case.”
Janahi said: “The execution of the definitive agreement with Dividend Gate Capital for the share swap acquisition of Truffle Hospitality Holding represents a key milestone in the transaction process. We believe this transaction will support BFLC’s long-term growth objectives and enhance value for our shareholders.”
He further noted that the transaction remains subject to the required shareholder and regulatory approvals.
Ayman Gadallah, Head of Investment Banking at SICO, the financial advisor to the transaction, commented: “SICO is pleased to have advised on this transaction and supported both parties through the process. The agreement reflects alignment between two strong portfolios and we look forward to assisting with the next steps.”
Truffle’s portfolio includes brands such as Hlayel, Goodness, Manos the Family Bistro, Zimari by Manos, Bombay Bowl, Dumpling & Co, Blink, Tikka2Go, Café Mayfair, Kumo Asian Chicken, Tikka & Kabab Ameen, Hong Kong Gateway Restaurant, Rasmalai Balti Cuisine, Bombo Shawarma, and Hidden Stations. BFLC’s food and beverage brands include Bennigan’s, Cucina, Kazbah Catering, and other assets.
The proposed transaction remains subject to shareholder and regulatory approvals. Further details on the transaction, including completion timelines and next steps, will be announced following regulatory approvals, said a statement. – TradeArabia News Service
