NZX-listed tourism operator, Tourism Holdings Limited (thl) and ASX-listed Apollo Tourism & Leisure (Apollo) have completed their merger following the implementation of the Scheme of Arrangement in Australia last week.

thl is a premier New Zealand based tourism company, and a leading provider of holiday vehicles for rent and sale globally, while Apollo is based in Australia with operations in New Zealand, Canada, Europe, and the United Kingdom. The merger creates a multi-national, vertically integrated RV manufacturing, rental, and retail business spanning motorhomes, campervans, and caravans.

MinterEllisonRuddWatts was delighted to work alongside its long-standing client, thl, on this complex transaction that was nearly 18 months in the making.  

The transaction is thought to be the first acquisition by a New Zealand-listed company of an Australian-listed company by way of a Scheme of Arrangement. The all scrip consideration resulted in thl issuing approximately 57 million shares to Apollo shareholders, having a market value of approximately NZD210 million on closing.   

The transaction was made more complex due to thl and Apollo needing to divest certain Apollo assets in New Zealand and Australia in order for the Australian Competition and Consumer Commission (ACCC) and New Zealand Commerce Commission (NZCC) to clear the transaction. It was also the first time the NZCC has accepted a divestment undertaking from both a vendor and an acquirer. The divestment transaction, negotiated with Jucy Group, was agreed in a short period of time in the middle of the merger process and provided the basis on which the ACCC and NZCC were willing to clear the merger.

Lead Partner Mark Stuart said, “The merger is significant in terms of size and commercial complexity and represents an important step in thl’s strategic plan to expand its international reach. We are delighted to have helped thl achieve a successful outcome.”

The MinterEllisonRuddWatts team comprised partners Mark Stuart (Corporate), Kate Lane (Banking), Jennifer Hambleton and Ross Patterson (Competition), senior associates Sam Gunson and Daria Withers, and solicitors Jessica Lee, Verniel Virtucio and Tom Kennedy. 

MinterEllisonRuddWatts and MinterEllison Brisbane advised thl on all aspects of the transaction including due diligence, negotiating the Scheme Implementation Deed, implementing a complex refinancing involving financiers in multiple jurisdictions, obtaining NZCC and ACCC clearance, as well as approval by Australia’s Financial Investment Review Board, and listing on ASX as a foreign-exempt listing.

Apollo was advised by Hamilton Locke and Jones Day.