BFLC shareholders approve Truffle merger

TDT | Manama

Email: mail@newsofbahrain.com

Dividend Gate Capital, a leading Bahrain-based private equity firm, announced plans to integrate the portfolio of its subsidiary, Truffle Hospitality Holding, with that of Bahrain Family Leisure Company, following the successful approval of the transaction by BFLC shareholders at an Extraordinary General Meeting (EGM) yesterday. This follows the receipt of a no-objection letter from the Central Bank of Bahrain dated 8 March 2026. The transaction creates one of Bahrain’s largest hospitality platforms, with investments ranging from restaurants and cafés to food manufacturers and distributors.

Deal terms

Under the terms of the transaction, BFLC will acquire 100% of the fully issued and paid shares of Truffle in exchange for newly issued shares by BFLC, resulting in Truffle shareholders holding 58% of the issued and paid-up share capital of BFLC, while existing BFLC shareholders will hold the remaining 42%. Truffle will now proceed with full operational integration, as well as the execution of its capital raise and growth roadmap.

This milestone will bring together Truffle’s and BFLC’s portfolios of more than 20 brands, including fast-casual concepts, upper-casual dining, cafés, and central kitchens. This will be supported by SoleCorp, the Group’s centralised operating platform, which manages finance, HR, procurement, and logistics, enabling optimised efficiency and scalable growth.

Mr Mohamed Khonji, Managing Director and Board Member of Dividend Gate Capital and Board Member of Truffle, said: “Truffle today represents one of the region’s most diversified hospitality platforms. With a multi-category portfolio and a unified operational backbone, we are built for scale. Becoming part of a listed structure strengthens our governance and positions us for long-term expansion across the wider GCC.”

Mr Ahmed Janahi, Vice Chairman of BFLC, added: “The completion of this transaction marks an important step forward in establishing an integrated and scalable F&B platform. The consolidation of Truffle’s diversified restaurant portfolio with BFLC, operated under a unified model and supported by a robust governance framework, positions the Company to enhance operational efficiency while supporting the sustained growth of its brands across Bahrain and the wider GCC region.”

The approval follows the execution of the definitive transaction agreement on 8 February 2026, following the completion of financial due diligence by KPMG and legal due diligence by ASAR – Al Ruwayeh & Partners on Truffle. Furthermore, the fairness opinion letter issued by the appointed independent professional advisor, Moore JFC Consulting confirms and supports the transaction’s resulting ownership structure. The transaction was overseen and executed by SICO in its capacity as financial advisor to BFLC.

Portfolio cos

Truffle’s portfolio includes brands such as Hlayel, Goodness, Bombay Bowl, Dumpling & Co, Blink, Tikka2Go, Café Mayfair, Kumo Asian Chicken, Tikka & Kabab Ameen, Hong Kong Gateway Restaurant, Rasmalai Balti Cuisine, Bombo Shawarma, and a central kitchen facility, Hidden Stations. Truffle is also a strategic partner to Manos Group, which owns upper-casual dining brands Manos the Family Bistro, Zimari by Manos, and Ramenara. BFLC’s food and beverage assets include Bennigan’s, Cucina, Kazbah Catering, and more.