THL Gets Revised NZ$3.10 All-Cash Takeover Bid With a Third of Register Backing Talks

thl receives revised NZ$3.10 per share takeover bid from BGH-led consortium

Tourism Holdings Limited (NZX/ASX: THL), the world’s largest commercial RV rental operator, received a revised unsolicited, conditional, non-binding indication of interest on the evening of 28 May 2026. The Revised NBIO came from a special purpose vehicle representing a consortium comprising BGH Capital and the family interests of Luke and Karl Trouchet (the Consortium), indicating an all-cash offer of NZ$3.10 per share for the acquisition of thl.

The Consortium currently holds approximately 19.9% of thl’s issued shares. The offer is unsolicited, conditional, and non-binding, meaning shareholders are not required to take any action at this time.

What the Revised NBIO means and how thl’s board is responding

Key conditions attached to the indicative offer

The Revised NBIO is subject to a number of conditions before any binding proposal can be put to shareholders. These include:

• Satisfactory completion of due diligence
• Finalisation of debt arrangements
• BGH receiving final approval from its Investment Review Committee to submit a binding proposal
• thl’s Board unanimously recommending shareholders accept the proposal, in the absence of a superior proposal
• An independent adviser concluding that the proposal is within or above its valuation range for thl shares

The Revised NBIO is expressed to expire at 5:00pm (NZT) on 12 June 2026 if thl has not responded by that time.

Where the Board stands

The Board has stated it will act in what it considers to be the best interests of the Company and all its shareholders. This includes assessing the merits of the Revised NBIO and whether to engage further with the Consortium, including whether to grant due diligence access.

Shareholders holding approximately 16% of thl’s shares have advised that they are supportive of thl engaging with the Consortium and granting it due diligence access. Combined with the Consortium’s existing 19.9% stake, this means over a third of the register is aligned with progressing engagement, a meaningful signal for investors assessing the probability of deal progression.

Chair, Cathy Quinn, ONZM

“The thl Board will continue to keep shareholders and the market informed of material developments.”

There is no certainty the Revised NBIO will result in a transaction.

Understanding non-binding acquisition offers — what investors need to know

A Non-Binding Indication of Interest (NBIO) is an expression of intent, not a formal offer. It carries no legal obligation for either party to proceed. The receiving company’s board is under no obligation to accept, reject, or engage further, though it must act in the best interests of all shareholders.

An all-cash offer, if a binding deal were to proceed and be recommended, means shareholders would receive cash consideration rather than scrip (shares in an acquiring entity). This is generally considered more straightforward for shareholders to value and assess.

The role of an independent adviser is significant in the New Zealand and Australian takeover context. Here, the independent adviser’s valuation range assessment is a formal condition of the offer, meaning the Consortium’s indicative price must be judged to fall within or above that range before the Board could recommend it.

Granting due diligence access is a consequential step in any mergers and acquisitions process. It allows the acquirer to verify the target’s financial position, contracts, and operations before committing to a binding bid. The Board’s decision on this point will be closely watched as a signal of intent.

The typical progression from an NBIO to a completed transaction follows these broad stages:

1. NBIO received and assessed by the target’s board
2. Due diligence access granted (if the board elects to engage)
3. Binding offer submitted and formally assessed by an independent adviser
4. Shareholders vote on whether to accept the recommended offer

Shareholders in thl do not need to take any action at this time.

thl’s global footprint and why it’s an attractive acquisition target

thl’s scale and diversification across multiple tourism and mobility segments give it a distinct profile among ASX and NZX-listed operators. As the world’s largest commercial RV rental operator, the Company operates across two primary geographies with a broad set of consumer-facing brands and infrastructure-backed assets.

Key business segments include:

• Rental brands (NZ/Australia): Maui, Britz, Apollo, Mighty, Hippie, Cheapa Campa
• Rental brands (North America): Road Bear RV, El Monte RV, CanaDream, Britz and Mighty
• Manufacturing: Action Manufacturing
• Retail brands and dealerships: Talvor, Kea, Winnebago, Adria, Coromal, Windsor; RV Super Centre, Apollo RV Sales, George Day, Camperagent
• Travel technology: Triptech
• Tourism attractions: Kiwi Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co.

This breadth of asset-rich, brand-diversified operations across rental, manufacturing, retail, technology, and tourism attractions positions thl as an attractive target for a private equity acquirer such as BGH Capital, particularly given sustained leisure travel demand across both the Southern Hemisphere and North American markets.

The thl Board has confirmed it will continue to keep shareholders and the market informed of material developments as the situation evolves.

Don’t Miss the Next ASX Industrials Takeover Move

Get FREE breaking ASX news delivered to your inbox within minutes of release, complete with in-depth analysis already done for you. Join 20,000+ investors who stay ahead of market-moving developments the moment they happen. Click the “Free Alerts” button at StockWire X to start receiving alerts today.