Tourism Holdings Limited (NZSE:THL) have entered into a conditional Scheme Implementation Deed to acquire remaining 99.5% stake in Apollo Tourism & Leisure Ltd (ASX:ATL) from Trouchet Family, Mitsubishi UFJ Financial Group, Inc. (TSE:8306) and others for approximately AUD 140 million on December 10, 2021. The consideration is payable by thl issuing 1 new fully paid thl ordinary share for every 3.680818 ordinary shares held by Apollo shareholders, resulting in a post-merger ownership ratio of approximately 25% to Apollo shareholders and approximately 75% to thl shareholders. There is no intention to raise equity for this transaction. The merger ratio implies an equity value per Apollo share of AUD 0.7358. The Trouchet Family (who currently hold 53.4% of Apollo) will become 13.4% shareholders of the Combined Group. Apollo will become a wholly-owned subsidiary of thl, and thl will apply to be listed on the Australian Securities Exchange (ASX) as a foreign-exempt listing. The merger would also pave the way for thl to dual list on the ASX, enabling Apollo shareholders to be unaffected by the transition as well as paving the way for Australian investors who may not have had a mandate for NZX stocks to invest in thl. ATL agrees to pay to thl AUD 1,400,000 as break fee and vice versa. The Combined Group will be governed by a transitional Board of 10 directors, comprising the existing thl board as well as 2 Independent Directors from the Apollo Board, Grant Webster and Luke Trouchet as Executive Directors. This transitional Board is expected to be in place until the 2022 Annual Meeting at which point a new Board consisting of no more than 8 directors will be appointed. Nick Judd will be remaining in the role of Chief Financial Officer of the Combined Group.

The proposed merger remains subject to approval by Apollo shareholders and finalization of appropriate funding arrangements for the merged entity. In addition, there are various court and regulatory approvals in Australia and New Zealand, including Australian and New Zealand competition regulatory clearance and Approval of the Supreme Court of Queensland. The receipt of an independent expert report which concludes the Scheme is in the best interests of Apollo shareholders. Significant anticipated cost synergies are expected to deliver a steady-state EBIT benefit of AUD16.2 million to AUD18.1 million per annum,3 with expected one-off implementation costs of AUD 3.8 million to AUD 6.7 million to realize these synergies. Grant Thornton Corporate Finance Pty Ltd (“Independent Expert”) has been engaged to provide an independent expert's report as to whether the Proposed Transaction is in the best interests of Apollo shareholders. The Apollo Board (including executive directors Luke Trouchet and Karl Trouchet) has unanimously agreed to recommend the Proposed Transaction on the same basis. The shareholder and regulatory approvals would likely take until at least the start of the second quarter of 2022. As on March 2, 2022, New Zealand Commerce Commission requested an extension to its statutory timeframe which has been granted. As of March 31, 2022, Australian Competition and Consumer Commission extended, its indicative timeline to April 28, 2022. The ACCC has outlined preliminary competition concerns with THL's proposed acquisition of Apollo (ASX: ATL) in a statement of issues. Apollo Tourism & Leisure Ltd (ASX:ATL) (“ATL”) advises that the New Zealand Commerce Commission requested an extension to its statutory timeframe for a decision on the application for clearance of the proposed merger between ATL and Tourism Holdings Limited (“thl”) (NZX: THL) from 28 April 2022 to 30 June 2022. The extension request has been agreed to by thl and ATL. As of February 18, 2022, shareholders meeting is scheduled to take place on April 20, 2022. As of April 14, 2022, Scheme Meeting got postponed to April 28, 2022. As of September 23, 2022, the transaction was approved by the New Zealand Commerce Commission. As of September 29, 2022, the transaction was approved by the Australian Competition and Consumer Commission. As of October 5, 2022, Foreign Investment Review Board approved the transaction. Transaction is expected to take effect in Q4 FY22. Scheme will be implemented on May 10, 2022. As of July 29, 2022, the transaction is expected to complete on October 15, 2022. As of September 22, 2022, the consideration is payable by thl issuing 1 new fully paid thl ordinary share for every 3.210987 ordinary shares held by Apollo shareholders and the transaction is expected to close on December 9, 2022. As of October 26, 2022, the shareholders meeting will be held on November 11, 2022. As of November 11, 2022, the scheme has been approved by the shareholders of Apollo Tourism & Leisure. As of November 18, 2022, The scheme has been approved by Supreme Court of Queensland and it is expected that quotation of ATL shares on ASX will be suspended from the close of trading from November 21, 2022. Commencement of trading of thl consideration shares on the NZX on a normal settlement basis from December 1, 2022.

Jarden acted as Financial Adviser, MinterEllison RuddWatts as New Zealand Legal Adviser, MinterEllison as Australian Legal Adviser, KPMG as Accounting Adviser and Synergy Due Diligence, Deloitte as Tax Adviser and Richard Wallace as Banking Adviser to Tourism Holdings Limited. Charles M. Magerman and Emery D. Mitchell of Baker Mckenzie represented Tourism Holdings Ltd. as North American Legal Adviser. Apollo is being advised by Morgans Corporate Limited and Ernst & Young as financial advisers, Hamilton Locke as lead corporate legal counsel, Prudence Smith of Jones Day as competition legal counsel and Deloitte as tax adviser. Computershare Investor Services Pty Limited acted as registrar to Apollo Tourism. Grant Thornton Corporate Finance Pty Ltd. acted as fairness opinion provider for Apollo Tourism and was paid a fee of AUD 0.16 million.

Tourism Holdings Limited (NZSE:THL) completed the acquisition of remaining 99.5% stake in Apollo Tourism & Leisure Ltd (ASX:ATL) from Trouchet Family, Mitsubishi UFJ Financial Group, Inc. (TSE:8306) and others on November 30, 2022. Apollo Tourism & Leisure Ltd (‘ATL') will be removed from the Official List at the close of trading on December 1, 2022