PRIVATE equity business Cinven last night agreed to buy Pizza Express owner Gondola Holdings in a cash-and-debt deal worth about £900 million.
Gondola chairman David Ross said the directors were "adamant" that shareholders should vote for the deal.
"Whilst we believe there to be significant long-term potential in Gondola, Cinven's offer allows shareholders the opportunity to realise their entire investment now at an attractive cash premium," he said.
The proposed dividend of 4.7p per Gondola share announced on 21 September 2006 would not now be paid.
Pizza Express has about 320 restaurants across the UK, including more than a dozen in Scotland. It also owns the ASK and Zizzi brands.
Cinven said it had received irrevocable undertakings from shareholders TDR and Capricorn to sell their stakes in Gondola at an average of 400p a share. The two stakes represent 48 per cent of Gondola's share capital, giving Cinven control of 50.7 per cent.
Yagnish Chotai, director of Cinven subsidiary Paternoster Acquisitions, said: "We look forward to working with Gondola's management and employees to continue to develop its business and brands through a focused expansion programme."
Last month, Gondola announced plans to open up to 30 restaurants in the coming year after rises in sales and profits. It reported an increase of 4.1 per cent in like-for-like sales to 360.5m for the year to 2 July.