Highlights

  • THL shares traded at AUD 2.27, up 5.58% during the afternoon session on 12 June 2026, and remain up 68.15% over the past year.
  • Tourism Holdings has granted due diligence access to the BGH-led consortium following its revised non-binding proposal.
  • The revised proposal relates to an indicative all-cash offer price of NZ$3.10 per share.
  • The consortium includes BGH Capital and the family interests of Luke and Karl Trouchet.
  • THL’s Board has not recommended any transaction at this stage.
  • The company said no decision has been made to proceed with a change of control transaction.

Tourism Holdings Limited (ASX:THL) has provided a further update on the revised unsolicited, conditional and non-binding indication of interest from a special purpose vehicle representing a consortium of BGH Capital and the family interests of Luke and Karl Trouchet. The proposal relates to a potential acquisition of THL at an indicative all-cash offer price of NZ$3.10 per share. The company has now agreed to grant the consortium access to undertake due diligence, subject to the parties finalising an appropriate confidentiality agreement with customary terms.

THL shares were trading at AUD 2.27 during the afternoon session on 12 June 2026, up 5.58% for the day. Over the past year, the stock remains higher by 68.15%, reflecting a gain of AUD 0.92 across that period.

About Tourism Holdings Limited

Tourism Holdings Limited is a global tourism operator listed on both the NZX and ASX under the code THL. The company describes itself as the largest commercial recreational vehicle rental operator in the world.

Across New Zealand and Australia, THL operates a wide portfolio of rental brands, manufacturing operations, retail brands, dealerships, travel technology operations and tourism attractions. Its rental brands include Maui, Britz, Apollo, Mighty, Hippie and Cheapa Campa. The company is also involved in manufacturing through Action Manufacturing and operates retail brands such as Talvor, Kea, Winnebago, Adria, Coromal and Windsor.

The company’s dealership operations include RV Super Centre, Apollo RV Sales, George Day and Camperagent. THL also operates travel technology business Triptech and tourism attractions including Kiwi Experience and the Discover Waitomo Group, which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co.

In North America, THL operates Road Bear RV, El Monte RV, CanaDream, Britz and Mighty rental brands, giving the company exposure to international recreational vehicle rental and tourism markets.

BGH Consortium Keeps NZ$3.10 Offer on the Table

The latest update follows THL’s earlier announcement on 29 May 2026 regarding the revised proposal from the BGH-led consortium. The revised non-binding indication of interest values the potential acquisition at an indicative all-cash offer price of NZ$3.10 per share.

Before deciding whether to grant due diligence access, THL’s Board sought confirmation that the consortium continued to support the NZ$3.10 per share proposal. This step followed THL’s separate market update and revised FY26 earnings guidance, which was also announced on 29 May 2026.

The consortium subsequently advised the Board that it was willing to maintain its revised proposal at NZ$3.10 per share, provided the Board unanimously granted due diligence access. This confirmation formed a key part of the Board’s decision-making process before agreeing to open due diligence.

Board Grants Access but Stops Short of Recommendation

THL’s Board has agreed to grant due diligence access to the consortium on the basis of an indicative price of no less than NZ$3.10 per share. However, the company made it clear that this step does not amount to a recommendation by the Board.

The Board also stated that no decision has been made to proceed with any transaction. This is important for shareholders, as due diligence access is only one stage in a potential corporate control process and does not confirm that a binding offer will be made.

The company said any binding proposal submitted by the consortium after due diligence is completed is expected to reflect a price at or above NZ$3.10 per share at least. This indicates that the Board’s due diligence access decision is tied to maintaining the minimum indicative price level already communicated by the consortium.

Consortium Sought Board Support for Full Takeover Route

As part of the discussions, the consortium requested that THL’s Board unanimously support a change of control transaction for 100% of the company at NZ$3.10 per share. The proposed transaction route could be either a scheme of arrangement or a full offer under the Takeovers Code.

However, the Board has informed the consortium that it is not currently in a position to provide such a recommendation. THL said the Board continues to work through its assessment of the company’s intrinsic value.

The consortium has acknowledged that the Board is not presently able to grant this request. This means that while due diligence access has been provided, THL’s Board has not committed to supporting the potential transaction at the indicated price.

Intrinsic Value Assessment Remains Central

The Board’s reference to THL’s intrinsic value is a key part of the update. While the consortium has maintained the NZ$3.10 per share indicative offer, the Board has not yet concluded whether that price appropriately reflects the company’s value.

THL’s statement indicates that the Board is continuing to evaluate the proposal while keeping the due diligence process open. This approach allows the consortium to review company information while preserving the Board’s ability to assess whether any future binding offer is in the interests of shareholders.

The company also noted that any change of control transaction would remain subject to further steps, including the potential involvement of an independent adviser. The consortium had requested Board support subject to the offer price falling within the valuation range of an independent adviser, but the Board has not agreed to recommend the proposal at this stage.

Due Diligence Access Subject to Confidentiality Terms

THL said the due diligence access remains subject to the parties entering into an appropriate confidentiality agreement. The agreement is expected to contain customary terms, and negotiations are currently underway.

Such confidentiality arrangements are typically relevant when a company provides access to non-public information during a potential transaction process. In this case, THL has stated that the parties are still working through those terms.

The Board will continue to engage constructively with the consortium. At the same time, the company has emphasised that granting access does not mean a transaction will proceed.

Shareholders Await Next Material Development

The update leaves shareholders with several points to monitor. The consortium has maintained the indicative all-cash price of NZ$3.10 per share, and due diligence access has now been granted. However, there is still no Board recommendation, no binding proposal and no decision to proceed with a transaction.

THL has committed to keeping shareholders and the market informed of any material developments. The next key update could involve whether the consortium submits a binding proposal after due diligence and whether that proposal remains at or above NZ$3.10 per share.

The Board’s assessment of THL’s intrinsic value may also remain central to the process. Until that assessment is complete and a binding offer is received, the company’s position remains cautious and procedural rather than conclusive.

What Does This Mean for Investors?

THL’s latest announcement marks a further step in the takeover-related process, but it does not confirm that a transaction will happen. The BGH-led consortium has confirmed that it is willing to maintain its revised non-binding proposal at NZ$3.10 per share, and THL’s Board has agreed to provide due diligence access on that basis.

However, the Board has not recommended the proposal and has not agreed to support a 100% change of control transaction at this stage. The company is still assessing its intrinsic value and has stated that no decision has been made to proceed with any transaction.

For investors, the key focus now shifts to the outcome of due diligence, whether a binding offer is submitted, whether the price remains at or above NZ$3.10 per share, and how the Board ultimately assesses the proposal.