Tourism Holdings receives non-binding takeover proposal from consortium

Tourism Holdings has received an unsolicited takeover proposal of $2.30 per share, the company told the NZX this morning.

A consortium of BGH Capital (BGH) and the family interests of Luke and Karl Trouchet (Trouchet Shareholders) are spearheading a bid to acquire all Tourism Holdings (THL’s) shares, either by way of a scheme of arrangement or a takeover offer.

Luke Trouchet is an executive director at THL.

The proposed share price is significantly higher than the $1.46 THL shares last traded at.

The non-binding proposal indicates that the consortium is also open to considering a transaction structure which results in a controlling interest but does not result in 100% ownership of THL.

BGH has acquired a relevant interest in 19.99% or 44,197,503 of THL’s shares.

In a statement to the NZX, THL said given Luke Trouchet’s involvement in the consortium with BGH, he has taken a leave of absence from his executive role at the company.

“The board has also determined that Luke will not participate in the THL board or subcommittee meetings and processes assessing the merits of, or matters associated with or relevant to, the non-binding indicative proposal [NBIO], nor in respect of other strategic initiatives being considered by THL,” a statement to the NZX said.

The board subcommittee comprises of chairwoman Cathy Quinn, Rob Hamilton and Sophie Mitchell.

In THL’s interim six-month result to December 31, 2024, the firm reported a statutory net profit after tax (npat) of $25.3m, down 36% or $13.2m on the prior corresponding period.

However, total sales grew, with revenue increasing to $458.3m in 1H25, up from $449.1m in 1H24.

Quinn described the past year as “the most difficult period for the RV sales industry in decades”.

THL told the NZX it would act in what it considers the best interest of the company and its shareholders in assessing the merits of the non-binding proposal.

“THL’s board and management are very aware of THL’s recent performance, which has been largely influenced by factors beyond the company’s control, such as the impact of poor consumer confidence on the demand for recreational vehicles, and recent geopolitical and tariff developments impacting travel sentiment,” the company said.

“Over the last few months, THL has been working on a range of initiatives to address these performance challenges and enhance long-term value for shareholders.”

Read more at BusinessDesk here.