Announcement
TRANSACT: THL: Update on merger clearance processes
08:30am
THL
01/07/2022 08:30
TRANSACT
PRICE SENSITIVE
REL: 0830 HRS Tourism Holdings Limited
TRANSACT: THL: Update on merger clearance processes
1 July 2022
MEDIA | NZX RELEASE
TOURISM HOLDINGS LIMITED (thl)
UPDATE ON MERGER CLEARANCE PROCESSES
thl today provides an update on the proposed merger with Apollo Tourism &
Leisure Ltd (ATL).
Key points
o thl and ATL have commenced discussions with the New Zealand Commerce
Commission (NZCC) and Australian Consumer and Competition Commission (ACCC)
seeking merger clearance on the basis that the merged entity divests certain
assets in each country.
o thl has entered into exclusive negotiations with Next Capital to sell the
proposed divestment assets in New Zealand and Australia to Jucy Rentals. Next
Capital have recently entered into an agreement to acquire a controlling
interest in Jucy Rentals.
o Discussions with the NZCC and ACCC are ongoing and no definitive agreement
has been reached.
o thl will provide further information on the scheme including an updated
indicative timetable in due course.
New Zealand and Australian competition clearance processes
thl has continued to work with both the NZCC and the ACCC to address the
issues identified by them.
thl continues to strongly believe that the proposed merger will not
substantially lessen competition in any jurisdiction. However, recognising
the concerns raised by the respective regulators and with the intent to
conclude the clearance processes in a timely manner, thl and ATL have
commenced discussions with both the NZCC and ACCC seeking merger clearance on
the basis that the merged entity divests certain assets in each country.
thl and ATL have or will be offering to divest:
o a significant proportion of ATL's 4 - 6 berth motorhome fleet in New
Zealand and Australia. Based on ATL's fleet at 31 May 2022, the proposed
divestment would equate to approximately 72% of ATL's 4 - 6 berth motorhomes
in New Zealand and 80% of ATL's 4 - 6 berth motorhomes in Australia;
o ATL's premium Star RV motorhome brand;
o a proportion of the forward bookings associated with the fleet sold; and
o surplus property leases, on an as needed basis based on the geographical
footprint of a prospective purchaser.
thl has entered into exclusive negotiations with Next Capital to sell the
above assets in New Zealand and Australia to Jucy Rentals. Next Capital have
recently entered into an agreement to acquire a controlling interest in Jucy
Rentals. The sale of assets to Jucy Rentals is subject to both the NZCC and
ACCC being satisfied that the sale is an acceptable divestment.
Discussions in relation to the proposed divestment remain ongoing and
incomplete and no definitive agreement has been reached. If the divestment
proceeds, it would complete contemporaneously with or shortly after
completion of the merger.
NZCC consultation and extension of time
The NZCC has today announced that it will undertake a public consultation
process in relation to the above divestment proposal for New Zealand. The
NZCC has, with the agreement of thl and ATL, extended its statutory timeframe
for a decision on the proposed merger to 2 August 2022.
Scheme update
ATL will seek the approval of the Supreme Court of Queensland to update its
shareholders as soon as it is in a position to provide further information on
the scheme and the revised indicative timetable. thl will release this
information to the NZX in due course.
ENDS
Authorised by:
Cathy Quinn
Chair, Tourism Holdings Limited
For further information contact:
Grant Webster
thl Chief Executive Officer
Direct Dial: +64 9 336 4255
Mobile: +64 21 449 210
About thl (www.thlonline.com)
thl is a global tourism operator. We are listed on the NZX and are the
largest provider of RVs for rent and sale in Australia and New Zealand, and
the second largest in North America. In the USA, we own and operate the Road
Bear RV Rentals & Sales brand and El Monte RV Rentals & Sales. In the UK, thl
owns 49% of Just go Motorhomes. Within New Zealand, we operate Kiwi
Experience and the Discover Waitomo group, which includes Waitomo Glowworm
Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co.
thl also owns and operates Action Manufacturing, New Zealand's largest
motorhome and specialist vehicle manufacturer.
End CA:00394662 For:THL Type:TRANSACT Time:2022-07-01 08:30:20
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