Cinven, the private equity firm, has received irrevocable undertakings from TDR and Capricorn, the two biggest shareholders in Gondola Holdings, to sell over 43m shares, representing in total 25.1% of the casual dining chain. The agreement between Cinven and Gondola’s two biggest shareholders will lapse if an offer of 456.5p per share is placed by a rival bidder. TDR and Capricorn will still hold a 23% stake in Gondola, although analysts suggest that the two groups will sell their remaining shareholdings should Cinven proceed with a takeover. TDR and Capricorn have also agreed to take 400p per share for the entire shareholdings in Gondola, despite the fact that Cinven's has indicated it will bid 415p. Cinven is expected to carry out a period of due diligence before making a formal offer. Gondola has said there can be no certainty that any offer will be made. It emerged last week that Gondola had received an approach from Cinven, through a company called Paternoster Acquisitions. Its potential cash offer would value the company at £560m, and with debts of about £340m, give it an enterprise value of £900m. This would represent a multiple to ebitda of 9.9 times. Analysts forecast the company, which floated 10 months ago at 320p per share, will report profits of £91m for its current financial year. TDR Capital currently holds the largest stake in Gondola with 32.34%, with Capricorn holding 16%, and Fidelity, 8.82%. Gondola operates the Pizza Express, ASK and Zizzi brands in the UK and Ireland. It currently operates 518 restaurants and said it had plans to open 300 more outlets for its three core brands in the UK and Ireland.