Apollo Tourism and Leisure shareholders will own slightly more of Tourism Holdings in a proposed merger after the trans-Tasman tourism operators tweaked the terms of their tie-up.
The revised ratio includes one ordinary THL share being issued for every 3.2 ordinary Apollo shares held by the company’s shareholders which excludes THL and would see Apollo’s shareholders owning about 27.5% of the merged entity while THL shareholders would own 72.5%.
The original ratio was one THL share for 3.68 Apollo shares, which would have given the ASX-listed firm's shareholders 25% of the enlarged business.
THL shares declined 0.4% to $2.69 when trading opened on the NZX.
THL chief executive Grant Webster said the company “collectively recognised” the increase in value of Apollo’s Canadian properties since the original negotiation.
This included the benefits that THL would receive from the proportionately larger Australian operations of Apollo and the inclusion of the proposed divestment of certain Apollo assets to Next Capital/Jucy Rentals.
“All shareholders of the merged entity will benefit from these improvements,” he said.
Webster added that Australia had recovered “faster than anticipated” from the pandemic and had a “stronger outlook”.
The tweak comes after the Australian Competition and Consumer Commission (ACCC) said it would approve the acquisition if THL divested 80% of its Australian fleet of four to six-berth motorhomes.
ACCC deputy chair Mick Keogh said in early September that the Australian watchdog needed to be satisfied that THL would “effectively address” its competition concerns.
THL said the merger still remains subject to the satisfaction of conditions including refinancing, clearance from the New Zealand Commerce Commission (NZCC) and the ACCC.
The NZCC is expected to announce a decision on Sept 23 and the ACCC on Sept 29.
THL also needs approval from the Australian Foreign Investment Review Board and requisite approval from ATL shareholders and the supreme court of Queensland.