The additional offer is subject to a number of conditions, including the satisfactory completion of due diligence, final board approval, obtaining required third-party consents and regulatory approvals (including any required anti-trust approvals).
It is also conditional on Tourism Holdings’ board unanimously recommending that shareholders accept the proposal, subject to standard New Zealand fiduciary carve-outs.
Tourism Holdings’ board has already agreed to grant access to the strategic buyer to undertake due diligence, under a confidentiality agreement that it says has been executed by both parties.
Previous offer
The additional offer received by the company is higher than the revised offer it received in May of $3.10 to acquire 100% of the company’s shares from a consortium of the company’s shareholders,
The consortium included BGH Capital (BGH) and the family interests of Luke and Karl Trouchet (Trouchet Shareholders). Luke Trouchet was a former director at THL.
The consortium currently holds about 19.9% of the shares in Tourism Holdings.
Considering their all-cash offer of $3.10 per share, and after removing the consortium’s 19.9%, results in an offer with a total value of $555.42m, a difference of $185.59m.
At the time, Tourism Holdings chief executive Grant Webster told the Herald the offer was not anticipated.
“We weren’t expecting anything, because we haven’t had any communication with them for some time,” Webster said.
“The comment last time from the board was that we were looking for something well north of $3, so the board will obviously consider this appropriately … it’s a large percentage increase on the previous offer.”
The company confirmed that it remains in negotiations with the consortium regarding the terms of a confidentiality agreement on similar terms to those agreed with the strategic buyer, which would allow the consortium to commence its due diligence investigations.
Tourism Holdings said there was no certainty that the additional offer, or the consortium’s revised offer, would result in a sale.
Tom Raynel is a multimedia business journalist for the Herald, covering small business, retail and tourism.
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