Tourism Holdings Ltd (THL), New Zealand’s largest campervan rental company, has been targeted in an unsolicited takeover bid by Australian investors — raising the prospect of a major shift in ownership for the NZX- and ASX-listed operator.
The bid has come from a consortium led by BGH Capital, a Melbourne-based private equity firm with around AU$8 billion under management, and the family interests of Luke and Karl Trouchet, known for building and selling successful campervan and car rental businesses in Australia, including Apollo Tourism and Leisure.
The unsolicited, conditional, non-binding indicative offer (NBIO), received on June 15, proposes an all-cash acquisition of all shares in THL at NZ$2.30 per share, either through a scheme of arrangement or a takeover.
The offer remains subject to a number of conditions, including satisfactory due diligence, final debt arrangements, and final approval from BGH’s investment review committee. The bid also requires unanimous support from THL’s board — provided there is no superior proposal — and confirmation from an independent adviser that the offer falls within or above the valuation range of THL shares.
The consortium has indicated it may consider a structure that results in a controlling interest, rather than acquiring 100% of the company.
Accompanying the offer, THL also noted the release of substantial product holder notices showing BGH Capital has acquired a relevant interest in 19.99% of THL’s shares.
To manage the process, THL’s board has appointed a subcommittee comprising Cathy Quinn, Rob Hamilton and Sophie Mitchell to consider the NBIO, with support from financial adviser Jarden and legal adviser MinterEllisonRuddWatts.
Given Luke Trouchet’s involvement in the offer, he has taken a leave of absence from his executive role at THL and will not participate in any board or subcommittee discussions regarding the proposal or other strategic initiatives.
“The board will act in what it considers to be the best interests of the company and its shareholders, including assessing the merits of this NBIO,” THL says.
“There is no certainty that the NBIO will result in a transaction. THL shareholders do not need to take any action at this time in relation to the NBIO.”
The company acknowledged recent performance challenges, attributing them to external factors such as weak consumer confidence and geopolitical uncertainty affecting demand for travel and recreational vehicles.
THL says it is already working on a series of initiatives to address these issues and improve long-term shareholder value, with an update to be provided “at the appropriate time”.
