Donaco International is on the verge of going private, following overwhelming shareholder approval of On Nut Road Ltd’s proposal to acquire the remaining shares in the Southeast Asian casino operator. In a vote held on August 1, 2025, 98.11% of the votes cast were in favor of the scheme of arrangement, representing 77.5% of eligible shareholders who participated either in person or by proxy.

This decisive vote marks a critical milestone in a process that began earlier this year, with the company’s board endorsing the offer as a strategic solution to Donaco’s ongoing operational and financial headwinds.

Final Court Approval Set for August 7

Although the shareholder resolution has passed, the transaction remains subject to approval by the Supreme Court of New South Wales, which is scheduled to hold a hearing on August 7. If the court grants approval and all remaining conditions are met or waived, Donaco intends to file the court’s orders with the Australian Securities and Investments Commission the following day. Should this timeline hold, Donaco shares will be suspended from trading on the ASX at the close of business on August 8, and the full implementation of the deal is expected by August 19.

The acquirer, On Nut Road (ONR)—a special purpose vehicle managed by Hong Kong’s Argyle Street Management—already holds 12.84% of Donaco’s issued capital. Under the terms of the agreement, ONR will pay AU$0.045 per share, reflecting a 50% premium over Donaco’s closing share price on March 14 and a 54.10% premium over its 90-day volume-weighted average.

The offer values Donaco at approximately AU$55.59 million (US$35.2 million), covering its two core casino assets: Star Vegas in Poipet, Cambodia, and Aristo International in Lao Cai, Vietnam.

Deal Seen as a Lifeline Amid Operational Turbulence

Donaco’s leadership has framed the transaction as a timely opportunity in light of recent struggles. Non-Executive Chairman Porntat Amatavivadhana said in March that the company has weathered significant obstacles, including slim profit margins, difficulty attracting investor confidence, and broader economic pressures.

“While Donaco has performed steadily in the last few years and has emerged from the pandemic, the company’s financial headwinds have been compounded over the years due to limited profit margins and a lack of substantial investor confidence,” Amatavivadhana said, as reported in the official August 4 ASX release [pdf]. “This has made fundraising efforts for any form of growth particularly challenging.”

Regional tensions have further complicated operations. Star Vegas has been affected by power supply disruptions caused by Thai government’s action and intermittent border closures due to diplomatic tensions. The company’s most recent financial results reflected a 57% drop in group-wide EBITDA in Q2 year-over-year, with Star Vegas revenues plunging to AU$4.31 million. Meanwhile, Aristo International posted a 4.7% increase in revenue, but it was insufficient to balance the losses in Cambodia.

ONR’s proposal was initially unveiled in March through a binding scheme implementation deed. Since then, Donaco’s board has repeatedly voiced support for the deal, citing it as the best option for stabilizing the company’s future amid unpredictable trading conditions in the region.

Eligible shareholders will be recorded as of 5 p.m. on August 12 for the scheme consideration.