Australians make unsolicited offer to buy Tourism Holdings

Monday, 16 June 2025

Tourism Holdings is struggling with a lull in forward tourism bookings in the US at present, but prior to the current Trump administration, had been travelling well and regaining business after the devastation of the Covid period.

Listed tourism operator Tourism Holdings (THL) has received an unsolicited offer for 100% of the company that values it at $509 million, representing a significant premium to its current value of $323m.

The offer, announced to the stock exchange this morning, came from a special purpose vehicle comprised of Melbourne-based private equity BGH Capital, and the family interests of Australian entrepreneurs Luke and Karl Trouchet.

BGH already holds 19.99% of the company, with a part of that shareholding comprised of shares it bought recently from local institutional shareholders ACC and ANZ New Zealand.

Karl Trouchet is a director of ASX-listed Camplify, a platform linking RV owners to hirers.

Karl Trouchet has knowledge of THL’s inner workings. He was a director of Australian firm Apollo Tourism and Leisure from 1996 to 2023, ending his tenure after Apollo merged with THL in late 2022. The merger, which created a multi-national, vertically integrated RV manufacturing, rental, and retail business spanning motorhomes, campervans, and caravans, was the first acquisition by a New Zealand-listed company of an Australian-listed company. A scheme of arrangement established the newly merged company.

Trouchet has also had a long involvement in other tourism plays and is currently a non-executive director of ASX-listed Camplify Holdings Limited, a multinational peer-to-peer digital marketplace platform connecting RV owners to hirers.

THL sold its 14.14% shareholding in Camplify in March last year.

The offer

The all-cash offer for THL is subject to certain conditions including completing due diligence, finalisation of debt arrangements, and BGH receiving internal approval to submit a binding proposal. The consortium is open to a deal that sees it take a controlling interest in the company, rather than owning it 100% outright, it said.

It is also conditional on THL’s Board unanimously recommending shareholders accept the proposal, based on what an independent adviser’s valuation says.

THL said it had convened a subcommittee to consider and assess the merits of the offer, as well as appointing Jarden as financial advisor and MinterEllisonRuddWatts as legal advisor.

Performance

Before 2025, Tourism Holdings had moved on from the devastation to the company’s share price and prospects through the Covid and pre-Covid period. But US President Donald Trump’s tariff regime had once more plunged the company back into difficulty, leading to it downgrading its full-year earnings outlook after forward bookings in the all-important US market took a bath.

The company said underlying post-tax profit would be below forecasts, shaving 10% of its share price which was this morning trading at 1.46c.

In announcing the takeover deal to the markets, THL said its board and management were very aware of its recent performance, “which has been largely influenced by factors beyond the Company’s control, such as the impact of poor consumer confidence on the demand for recreational vehicles, and recent geopolitical and tariff developments impacting travel sentiment.

“Over the last few months, THL has been working on a range of initiatives to address these performance challenges and enhance long-term value for shareholders. THL expects to update the market on these initiatives and their outcomes at the appropriate time.

“The board will act in what it considers to be the best interests of the Company and its shareholders, including assessing the merits of this [bid].”