THL’s board is making two bidders pay for its own turnaround

Tourism Holdings (THL) has two serious suitors and a better business than the one it refused to sell in 2025. The campervan group has now received revised proposals from both the BGH Capital-led consortium and Portuguese operator Indie Campers, but the board still isn’t recommending either. The message is clear. THL clearly has strategic value, but the bidders still want an exit ramp, and the board isn’t ready to give one away cheaply.

Due diligence is done, the haggling isn’t

THL told the market this week that due diligence with both parties has largely concluded and that both have lodged revised non-binding proposals. It won’t disclose prices. Chair Cathy Quinn said that “while we are negotiating with two parties in a competitive process, the board does not believe it’s in the best interests of shareholders to publicly discuss those terms at this stage.”

That silence is deliberate. Publishing numbers mid-auction anchors expectations and lets each bidder calibrate against the other. Keeping them private forces both to bid against an unknown.

Every bid has chased a better company

The offer history tells the story. BGH’s May proposal of $3.10 a share was a 35% lift on the $2.30 approach the board dismissed as opportunistic in 2025, and valued THL at about $686 million. In June, Indie Campers came in at $3.30 to $3.40, up to $752 million, and THL shares jumped 14.5% to $2.92.

Meanwhile the business kept getting stronger. FY26 results showed a statutory net profit of $39.9 million, against a $14.1 million loss the year before. The dividend rose 62%, operating cashflow rose 67% and net debt fell to $436 million. In August, chief executive Grant Webster said the company was “deep in due diligence” with “two bidders in play”.

This isn’t a distressed asset being picked off by private equity. It’s a recovering listed company using its own numbers to push the price up.

Why the bidders still want an exit ramp

Both proposals came with plenty of conditions. The June Indie Campers offer, for example, depended on due diligence, board approval and regulatory consents including antitrust. Bidders are paying up, but they are protecting themselves against a recovery that is real but uneven.

The evidence cuts both ways. International arrivals hit 99% of pre-Covid levels in August. But Webster also said the Middle East conflict had disrupted forward bookings before Southern Hemisphere demand recovered, with New Zealand intake up around 40% over four weeks. On the results call, management said the RV industry’s fundamentals “remain strong”, while stressing both bids were non-binding and subject to financing.

A buyer underwriting a campervan fleet across several continents will price in that volatility. A board that has watched profit swing by $54 million in a year has every reason not to.

A near-20% stake shapes the endgame

The structure matters as much as the price. The BGH consortium, which includes the Trouchet family, already holds about 19.9% of THL. That makes life awkward for any rival. With BGH sitting on the register, Indie Campers can’t realistically reach compulsory acquisition, and could struggle to get a scheme through, unless BGH sells.

Analyst Arun George picked this up in June, suggesting Indie Campers would likely use an off-market takeover with step-up payments and warning of a possible bidding war. Indie Campers is also no stranger to THL. In February it agreed to buy THL’s UK and Ireland business for $58.3 million, so it is buying with real operational knowledge of the business.

Forsyth Barr put BGH’s chances at 50/50 in June, noting that granting due diligence showed the board accepted a deal might suit shareholders. Five months on, that is still about right. The difference is that the bidders now know exactly what they’re buying.

What happens next

The board’s annual report expected due diligence to run roughly six more weeks from late August. That timetable has now played out. The next meaningful announcement is either a binding offer with a board recommendation, or a statement that talks have ended.

For investors, the takeaway is that a competitive process works when the target keeps delivering. THL’s board has rejected opportunism, run a disciplined auction and let its results do the talking. If neither bidder will commit firmly to a price that reflects that turnaround, THL can keep running the business itself, and it has the FY26 numbers to show that’s a credible option.

Sources

• NZ Herald: Tourism Holdings reviews revised proposals from BGH consortium and Indie Campers (2026-11-05)
• NZX: Tourism Holdings Limited – Update on Non-Binding Indicative Offers (2026-11-06)
• NZX: Tourism Holdings Limited – FY26 Annual Results (2026-08-25)
• RNZ: Second bidder emerges in Tourism Holdings takeover battle (2026-06-25)
• The Post: Tourism Holdings profits up as takeover bid work progresses (2026-08-24)
• BusinessDesk: Forsyth Barr sees 50/50 chance of THL takeover by BGH (2026-06-15)
• Tourism Holdings Limited – Integrated Annual Report 2026 (2026-08-25)
• ASX: Tourism Holdings Limited – Additional Non-Binding Indicative Offer (2026-06-25)
• Stock Analysis: Tourism Holdings (NZE:THL) H2 2026 Earnings Call Transcript (2026-08-25)