Tourismholdings Foreign Exempt NZX Clears BGH Due Diligence on NZ$3.10 Offer
Confidentiality agreement executed, clearing the way for BGH due diligence
Tourism Holdings Limited (NZX:THL, ASX:THL) has executed a confidentiality agreement with the BGH Consortium, clearing the way for due diligence to commence on a potential acquisition of the Company at an indicative all-cash offer price of no less than NZ$3.10 per share.
The announcement, dated 3 July 2026, follows the Company’s 12 June 2026 update, in which the Board agreed to grant due diligence access subject to entry into an appropriate confidentiality agreement.
The Consortium comprises BGH Capital (BGH) and the family interests of Luke and Karl Trouchet. With the confidentiality agreement now signed, the Consortium will be granted access to commence its due diligence investigations.
Importantly, this is a procedural milestone, not an agreed transaction. The Board has stated the granting of due diligence access does not constitute a recommendation, and no decision has been made to proceed.
| Detail | Status |
|---|---|
| Acquirer | BGH Consortium (BGH Capital + Trouchet family interests) |
| Indicative price | All-cash, no less than NZ$3.10 per share |
| Offer type | Non-binding indicative offer |
| Current stage | Confidentiality agreement executed; due diligence to commence |
| Board recommendation | None — no decision made to proceed |
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The takeover timeline so far
The current process has developed through a sequence of disclosed milestones over recent weeks:
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29 May 2026 — The Consortium’s revised non-binding indicative offer was announced.
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12 June 2026 — The Board agreed to grant due diligence access, subject to a confidentiality agreement.
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25 June 2026 — An additional non-binding indicative offer from a separate strategic buyer was announced.
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3 July 2026 — The confidentiality agreement was executed, with due diligence to commence.
Notably, two separate parties have expressed interest: the BGH Consortium and an unnamed strategic buyer. The identity and offer price of the strategic buyer have not been disclosed.
The second non-binding indicative offer, priced at NZ$3.30-$3.40 per share by an unnamed strategic buyer described as credible by the Board, sits above the BGH Consortium’s NZ$3.10 floor and introduces competitive price tension into the process.
What due diligence access actually means for shareholders
That progression, however, comes with explicit uncertainty around the eventual outcome.
Why thl is drawing acquisition interest
thl is a global tourism operator listed on both the NZX and ASX and is described as the largest commercial RV rental operator in the world. Its diversified footprint spans two regions.
thl’s revised FY26 profit guidance, set at $40M-$43M in underlying net profit alongside net debt projected above $460M, frames the financial backdrop against which both suitors are assessing value, with debt finalisation cited as an explicit condition of the BGH Consortium’s offer.
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Australia/New Zealand: rental brands (Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa), manufacturing, retail brands, dealerships, travel technology (Triptech) and tourism attractions (the Discover Waitomo Group and Kiwi Experience).
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North America: Road Bear RV, El Monte RV, CanaDream, Britz and Mighty.
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Where the process stands and what happens next
The Board’s position remains clear. Granting due diligence access does not constitute a recommendation, and no decision has been made to proceed with any transaction.
thl Board Statement
“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 no certainty that either the Consortium’s revised non-binding indicative offer announced on 29 May 2026 or the additional non-binding indicative offer from the strategic buyer announced on 25 June 2026 will result in a transaction.
thl shareholders do not need to take any action at this time. The Board has confirmed it will continue to keep shareholders and the market informed of any material developments.
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