Tourism Holdings Ltd (THL) is offering to divest a significant amount of its motorhome assets to Next Capital’s Jucy Rentals in a bid to satisfy regulators in New Zealand and Australia for a proposed merger with Apollo Tourism and Leisure Ltd (ATL).
THL and ATL have commenced discussions with the New Zealand Commerce Commission (NZCC) and Australian Consumer and Competition Commission (ACCC) seeking merger clearance on the basis that the merged entity divests assets in each country.
On April 28, the NZCC published a Statement of Unresolved Issues (SoUI) setting out its provisional competition concerns in relation to the original proposed acquisition.
Since then, THL has entered into exclusive negotiations with Next Capital to sell the proposed divestment assets in New Zealand and Australia to Jucy Rentals. Next Capital have recently entered into an agreement to acquire a controlling interest in Jucy Rentals.
The sale of assets to Jucy Rentals is subject to both the NZCC and ACCC being satisfied that the sale is an acceptable divestment.
Based on ATL’s fleet at May 31, the proposed divestment would equate to approximately 72% of ATL’s 4 – 6 berth motorhomes in New Zealand and 80% of ATL’s 4 – 6 berth motorhomes in Australia; ATL’s premium Star RV motorhome brand; a proportion of the forward bookings associated with the fleet sold; and
surplus property leases, on an as needed basis based on the geographical footprint of a prospective purchaser.
Discussions in relation to the proposed divestment remain ongoing and no definitive agreement has been reached. If the divestment proceeds, it would complete contemporaneously with or shortly after completion of the merger.
The NZCC says it will undertake a public consultation process in relation to the above divestment proposal for New Zealand. The NZCC has, with the agreement of THL and ATL, extended its statutory timeframe for a decision on the proposed merger to 2 August 2022.
The NZCC says it is seeking submissions from THL, Apollo and other interested parties on whether the proposed divestment would mean that the Proposed Acquisition is unlikely to substantially lessen competition.
ATL will seek the approval of the Supreme Court of Queensland to update its shareholders as soon as it is in a position to provide further information on the scheme and the revised indicative timetable.
