MELBOURNE, AUSTRALIA: Apollo Tourism & Leisure (ASX:ATL) and Tourism Holdings Limited (NZX:THL) have entered into a conditional Scheme Implementation Deed for the purpose of merging the two entities.
The merger is proposed to be implemented by way of an Australian Scheme of Arrangement conducted by Apollo whereby Tourism Holdings Limited (thl) acquires all outstanding shares in Apollo.
Apollo and thl are two highly complementary businesses which together will create a leading diversified RV travel company across the key markets of Australia, New Zealand, North America, Europe and the United Kingdom.
The merger will result in Apollo Tourism & Leisure shareholders owning 25% of the combined group. The Scheme consideration represents an attractive premium to the Apollo share price. The shareholders of Apollo are being offered 1 new ordinary thl share for every 3.68 Apollo shares held.
Tourism Holdings Limited (thl) is a global tourism operator headquartered in Auckland, New Zealand, with its shares publicly traded on the NZX since 1986. thl is the largest provider of RVs for rent and sale in Australia and New Zealand, and the second largest in North America
In New Zealand and Australia, thl operates under the Maui, Britz and Mighty rental brands, and has a network of RV Super Centre retail and sales branches. Within New Zealand thl also owns Action Manufacturing, New Zealand’s largest motorhome and specialist vehicle manufacturer, and a number of tourism businesses, being the Discover Waitomo group (which includes Waitomo Glowworm Caves, Ruakuri Cave, Aranui Cave and The Legendary Black Water Rafting Co) and the hop-on-hop-off coach transport business Kiwi Experience.
In the USA, thl owns Road Bear RV Rentals & Sales and El Monte RV Rentals & Sales, and in the UK, thl owns 49% of Just go Motorhomes.
The combined group will be financially stronger than Apollo on a standalone basis. The Apollo directors believe this will likely result in a faster recovery from COVID-19, improved ability to weather any ongoing effects from the pandemic, and capability to take advantage of near-term growth opportunities.
The Apollo directors believe the combined group will be in a position to consider recommencing payment of dividends more quickly than Apollo Tourism & Leisure could on a standalone basis.
Both Apollo and thl operate a Build/Buy, Rental and Sell model. RVs are built at each company’s own manufacturing facilities or purchased directly from third-party manufacturers or dealers.
Both operate multiple RV rental brands across each of their operational jurisdictions, targeting specific segments of the rental market. Both own retail sales centres and also sell vehicles through a network of dealers.
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