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The board of recreational vehicle (RV) company Tourism Holdings (ASX: THL, NZX: THL) has knocked back a $471 million takeover offer from Brisbane's Trouchet family, which took part in the sale of Apollo Tourism & Leisure to the Auckland-based group in late 2022.
In June a consortium comprising BGH Capital and the family interests of Luke and Karl Trouchet – sons of Gus and Carolyn Trouchet who founded Apollo in 1985 – made a non-binding proposal to buy all of THL at NZ$2.30 ($2.10) per share.
The board acknowledges the indicative offer is materially above the previous $1.37 trading price for THL shares, but claims that reflected a "bottom-of-the-cycle trading environment and that this contributed to the timing of an opportunistic and undervalued offer for the company".
"Based on careful consideration and external analysis, the board has come to the view that the value of the company is well north of $3.00 per share," the company states.
The board, excluding director Luke Trouchet, engaged Jarden and MinterEllisonRuddWatts as experts and advisers to assist with assessing the proposal, formed a committee of independent directors, and met with many of its key institutional shareholders in relation to the offer.
The company highlights its potential earnings capacity as a result of strategic initiatives that have been ongoing for some time, with the board accepting there is an inherent risk in execution of THL's growth roadmap and global economic factors which may affect its outlook.
"However, even allowing for significant downsides, and valuing currently underperforming parts of the group based on their underlying assets, the current BGH proposal is well below a level that the board can engage with," the group states.
"The board has therefore formally communicated to the consortium that it rejects its current offer. In the interests of THL shareholders and the company, the board remains open to engagement with the consortium or other potential bidders if a significantly improved offer is provided."
THL has also confirmed that FY25 underlying net profit after tax (NPAT) is anticipated to be at the lower end of the analysts' range of expectations at NZ$27-34.4 million ($24.7-31.45 million).
However, the company's statutory result is likely to be a loss given the potential impairment of USA goodwill of up to $36 million ($32.91 million), potential deferred tax write-offs in the USA and the UK of up to $21 million ($19.21 million), and other non-cash one-off items.
After the takeover announcement THL shares shot up to $2.13 - a level equivalent to the offer in Australian dollars at the time. Since then the share price has declined steadily to $1.86 prior to the opening of trade this morning, or $2.08 on New Zealand's Exchange (NZX).
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