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Tourism merger goes live

Hamilton Locke has advised Apollo Tourism & Leisure on its merger with Tourism Holdings Limited.

user iconEmma Musgrave 13 December 2022 Big Law
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Firms: Hamilton Locke (Apollo Tourism & Leisure); Undisclosed (Tourism Holdings Limited)

Deal: Apollo Tourism & Leisure has been advised on its successful merger with Tourism Holdings Limited by way of scheme of arrangement, which was implemented on 30 November 2022. 

Value: Undisclosed


Area: Merger and acquisition

Key players: The team at Hamilton Locke was led by partner Benny Sham and included partners Mark Schneider and Lauren Cloete, special counsel John Poulsen and lawyers Grace Kaggelis, Sam Cross, Timothy Flanagan and Georgina Buckley.

Deal significance: As per a statement from Hamilton Locke, as part of the merger, scheme shareholders received one Tourism Holdings Limited (THL) share for every 3.210987 Apollo Tourism & Leisure (ATL) shares held as at the record date.

“The scheme implementation deed was originally executed on 10 December 2021, and THL subsequently obtained ACCC and NZCC merger clearance in September 2022 on the basis that certain assets (including 310 vehicles, the Star RV brand, a proportion of forward bookings and certain property leases) would be divested by ATL in Australia and New Zealand to Jucy for approximately ~NZ$45 million,” the statement said.

“Hamilton Locke also acted for ATL on the sale of assets to Jucy, with the divestment being a condition subsequent to the scheme of arrangement. The divestment [was] completed on 30 November 2022, prior to implementation of the scheme of arrangement.

“As part of the transaction, THL has also been admitted to the ASX as a foreign exempt listing, and its shares commenced trading on ASX today [2 December] under Tourism Holdings Rentals Limited (ASX: THL).”

Commenting further on the transaction, Hamilton Locke partner Benny Sham said: “We are delighted to have assisted Apollo Tourism & Leisure Ltd on their successful merger with Tourism Holdings Limited and congratulate the parties and their advisers.

“We look forward to seeing the merged group continue to grow as a leading global RV travel company.”

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