In a sweeping display of financial might, Jardine Matheson Holdings Ltd. announced Friday that it will acquire the remaining 11.96% of Mandarin Oriental International Ltd. shares it doesn’t already own — a move that values the luxury hotel chain at roughly $4.2 billion and will take it private.

Under the deal, Jardine Matheson will offer $3.35 per share in cash, split between a $2.75 offer price and a 60-cent special dividend, according to a joint statement from both companies. The dividend stems from Mandarin Oriental’s separate agreement to sell the top 13 floors of its One Causeway Bay property to Alibaba Group and Ant Group for $925 million — a sale that lubricates the path to privatization.

A Luxury Legacy Reshaped

The purchase values the minority stake at about $500 million, cementing Jardine Matheson’s control over one of the world’s most prestigious hotel brands. The conglomerate plans to execute the deal through a Bermuda law scheme of arrangement, financed by its existing cash and credit facilities.

Jardine Matheson made clear there will be no last-minute sweetening:

“The financial terms of the acquisition are final and will not be improved,” the company said.

Independent Board Backs the Deal

A committee of independent directors, advised by Morgan Stanley Asia Ltd., unanimously endorsed the proposal, urging shareholders to approve it. Jardine Matheson already secured irrevocable undertakings from investors representing 13.46% of independent shares.

To move forward, the transaction must win over at least 75% of independent shareholders at a Bermuda court meeting. Completion is slated for February 28, contingent on final conditions — including the completion of the One Causeway Bay property sale.

End of an Era on Global Exchanges

Once the deal closes, Mandarin Oriental’s listings in London, Singapore, and Bermuda will be canceled, marking the hotel icon’s exit from public markets and entry into Jardine Matheson’s private portfolio.

The move, Jardine Matheson said, will “simplify the group’s structure” and reaffirm its long-term commitment to the Mandarin Oriental brand, whose reputation for timeless luxury spans continents.

Linklaters LLP is advising Jardine Matheson, while Slaughter and May represents Mandarin Oriental’s transaction committee.