Tourismholdings Foreign Exempt NZX Draws Second Suitor at NZ$3.30 to NZ$3.40
Second suitor enters the frame
Tourism Holdings Limited (NZX:THL, ASX:THL, “thl”) has received an Additional non-binding indicative offer (NBIO) from a party the Board considers to be a “credible strategic buyer” for the acquisition of 100% of the Company’s shares, at an indicative price of NZ$3.30 to NZ$3.40 per share.
The development places two competing parties in the frame. Alongside this new strategic buyer, thl remains engaged with the BGH Consortium, whose revised NBIO was announced on 29 May 2026. Neither approach represents an agreed transaction, and no decision has been made to proceed with either.
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What the new offer puts on the table
The Additional NBIO is an early-stage, conditional expression of interest rather than a firm deal. The Board has agreed to grant the strategic buyer access to undertake due diligence under a confidentiality agreement executed by both parties.
| Feature | Detail |
|---|---|
| Indicative price | NZ$3.30 – NZ$3.40 per share |
| Target | 100% of thl shares |
| Buyer | Unnamed party the Board considers a “credible strategic buyer” |
| Status | Non-binding indicative offer (NBIO) — no decision made |
| Due diligence | Access granted under executed confidentiality agreement |
The Additional NBIO remains subject to a number of conditions, including:
-
Satisfactory completion of due diligence
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Final Board approval
-
Required third-party consents and regulatory approvals (including any required anti-trust approvals)
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thl’s Board unanimously recommending shareholders accept the proposal, subject to standard New Zealand fiduciary carve outs
Importantly, the granting of due diligence access does not constitute a recommendation by the Board.
Where the BGH Consortium negotiations stand
In parallel, thl remains in negotiations with the BGH Consortium regarding the terms of a confidentiality agreement, on similar terms to that agreed with the strategic buyer, that would allow the Consortium to commence its due diligence investigations.
The Board has indicated it remains willing to continue working constructively with the BGH Consortium and to provide due diligence access, subject to agreeing confidentiality terms in the best interests of all shareholders. The BGH Consortium’s revised NBIO was announced on 29 May 2026.
The BGH Consortium revised NBIO, announced on 29 May 2026, came in at NZ$3.10 per share in cash, with the consortium already holding approximately 19.9% of thl shares and shareholders representing a further 16% signalling support for progressing due diligence.
The granting of due diligence access does not constitute a recommendation by the Board, and no decision has been made to proceed with any transaction. There is also no certainty that the Additional NBIO, or the BGH Consortium’s revised NBIO announced on 29 May 2026, will result in a transaction.
What an NBIO actually means for shareholders
A non-binding indicative offer is an early-stage, conditional expression of interest. It allows a potential buyer to inspect the company’s books, a process known as due diligence, before deciding whether to make a firm, binding offer.
The presence of two competing NBIOs can be positive for shareholders, as it may introduce competitive tension on price. That said, neither approach is guaranteed to convert into a binding deal, and the conditional nature of both means outcomes remain uncertain.
“Due diligence access” simply means a potential buyer is permitted to examine confidential financial and operational information. “Fiduciary carve outs” are standard provisions that allow directors to change their recommendation if doing so is required to meet their legal duties to shareholders. This is why the Board can grant access without recommending any deal.
Two bidders, one of the world’s largest RV operators
thl describes itself as the largest commercial RV rental operator in the world, with operations spanning rental, manufacturing, retail and tourism attraction brands across New Zealand, Australia and North America.
Its portfolio includes rental brands such as Maui, Britz and Apollo, North American brands El Monte RV, CanaDream and Road Bear RV, alongside tourism attractions including the Waitomo Glowworm Caves and Kiwi Experience.
The thl UK divestment to Indie Campers earlier in 2026, which realised NZ$8 million in goodwill above net asset value, was part of a broader capital reallocation away from underperforming markets toward the New Zealand, Australian and North American operations that now sit at the centre of any acquisition thesis.
The indicative pricing of NZ$3.30 to NZ$3.40 per share sets a reference point for the new approach. No figure is locked in, and the range reflects an indicative offer rather than agreed terms.
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What happens next
thl shareholders do not need to take any action at this time in relation to either NBIO. The BGH Consortium’s process relies on agreeing to confidentiality terms, while the Additional NBIO process is conditional on due diligence outcomes and a Board recommendation.
The Board has stated it will continue to keep shareholders and the market informed of any material developments. As it stands, no decision has been made to proceed with any transaction, and there is no certainty that either the Additional NBIO or the BGH Consortium’s revised NBIO will result in a transaction.
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