Tourism Holdings Limited has allowed the BGH-led consortium to conduct due diligence after a revised all-cash offer of NZ$3.10 per share. The Board remains cautious, with no recommendation or decision yet on the potential acquisition.
- BGH consortium maintains NZ$3.10 per share offer
- Board grants conditional due diligence access
- No Board recommendation or transaction decision yet
- Offer subject to independent valuation and confidentiality terms
- THL continues assessing intrinsic value amid revised FY26 guidance
BGH Consortium Advances with Due Diligence Access
Tourism Holdings Limited (ASX:THL, NZX:THL) has opened the door for the consortium led by BGH Capital and the Trouchet family to conduct due diligence following a revised non-binding offer of NZ$3.10 per share. This move follows the company's recent market update and downward revision of FY26 earnings guidance, prompting the Board to seek confirmation that the offer price remained firm before granting access.
The consortium reaffirmed its NZ$3.10 per share offer, contingent on the Board unanimously approving due diligence access. The Board has agreed to this, subject to customary confidentiality agreements currently under negotiation. However, the Board stopped short of endorsing the consortium's request for a unanimous recommendation on a change of control transaction, citing ongoing internal assessments of THL's intrinsic value.
Board Maintains Cautious Stance Amid Offer Discussions
While granting due diligence access is a significant step, the Board explicitly clarified that it does not constitute a recommendation or decision to proceed with any transaction. The consortium's offer remains indicative and conditional, with the Board expecting any binding proposal post-due diligence to reflect a price at or above NZ$3.10 per share.
THL's portfolio spans global tourism operations, including the world’s largest commercial RV rental business and a range of manufacturing, retail, and tourism attraction assets across New Zealand, Australia, and North America. The company’s recent strategic moves, including a sale of its UK & Ireland business, have been part of a broader reset to improve profitability and capital structure.
Uncertainty Persists as Valuation and Transaction Terms Evolve
The consortium has proposed acquiring 100% of THL either through a scheme of arrangement or a full offer under the Takeovers Code, contingent on an independent valuation supporting the NZ$3.10 price range. The Board’s current inability to provide a recommendation reflects the complexity of valuing a company navigating a transitional year with revised earnings expectations.
Investors should note that this development follows THL’s recent FY26 guidance revision and ongoing strategic initiatives aimed at returning to profit growth after a challenging FY25. The Board’s continued engagement with the consortium signals a willingness to explore options but stops short of committing to a deal.
Bottom Line?
THL’s granting of due diligence access signals progress but leaves valuation and deal certainty unresolved.
Questions in the middle?
- Will the consortium increase its offer following due diligence findings?
- How will THL’s revised FY26 earnings guidance influence final valuation?
- What strategic alternatives might the Board consider if the offer is not recommended?