Tourism Holdings Limited (ASX:THL) Receives Unsolicited Offer

Unsolicited Non-Binding Offer

Tourism Holdings Limited (ASX: THL) (thl) received an unsolicited, conditional, non-binding indicative proposal from a consortium of BGH Capital and the Trouchet family interests. The offer aims to acquire all shares in the company through a scheme of arrangement or takeover offer.

Key Terms of the Offer

The proposal is an all-cash offer of NZ$2.30 per share, subject to due diligence, debt arrangements, and final approval from BGH’s Investment Review Committee. The offer also requires thl’s Board to unanimously recommend acceptance, provided there is no superior proposal and it meets or exceeds independent valuation.

BGH Capital Share Acquisition

BGH Capital has acquired a 19.99% interest in thl’s shares, comprising 11.8% through a Co-Operation and Exclusivity Agreement and 8.2% via purchases from ACC, ANZ, and WAM. These acquisitions include escalation payments contingent on future share sales above the purchase price.

Management Response

The thl Board formed a subcommittee to evaluate the offer and appointed Jarden as financial advisor and MinterEllisonRuddWatts as legal advisor. Luke Trouchet has taken a leave of absence and will not participate in the evaluation process.

Company Performance and Initiatives

The Board acknowledges recent performance challenges due to low consumer confidence and geopolitical factors. Thl is implementing initiatives to address these issues and will update the market on their progress in due course.

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Motley Fool contributor Lauren Surplice has no position in any of the stocks mentioned. The Motley Fool Australia's parent company Motley Fool Holdings Inc. has no position in any of the stocks mentioned. The Motley Fool Australia has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy. This article contains general investment advice only (under AFSL 400691). Authorised by Scott Phillips.

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