THL – Change Ratio to Merger and Scheme Implementing Act
thl and Apollo Tourism & Leisure Ltd (ATL) have entered into a Deed of Amendment to make the following amendments to the Scheme Implementation Deed dated December 10, 2021 relating to the Scheme of Arrangement (the Scheme) for the Merger of thl and ATL:
• A change to the merger ratio so that one new thl ordinary share will be issued for every 3.210987 ATL ordinary shares held by ATL shareholders (excluding thl). The revised merger ratio will result in ATL shareholders owning approximately 27.5% and shareholders owning approximately 72.5% of the merged entity*;
• An extension of the deadline for satisfying or waiving (if waivable) all Program prerequisites until December 9, 2022; and
• The inclusion of the proposed divestment of certain ATL assets to Next Capital/Jucy Rentals as a post-Scheme condition.
Commenting on the change to the merger ratio, Grant Webster, CEO, said, “We have collectively recognized the increase in value of Apollo’s Canadian properties since the original negotiation, as well as the benefits the merged entity will receive. Apollo’s proportionately larger Australian operations. Australia has recovered faster than expected from the COVID-19 pandemic and has better prospects. All shareholders of the merged entity will benefit from these improvements.”
The extension of the deadline for satisfying all conditions precedent reflects current expectations regarding decision dates from the New Zealand Commerce Commission (NZCC) and the Australian Competition and Consumer Commission (ACCC), as well as the subsequent timing of a meeting of ATL shareholders to vote on the plan.
The merger remains subject to satisfaction of conditions, including refinancing, NZCC and ACCC clearance, Australian Foreign Investment Review Board approval and required ATL shareholder and court approval supreme of Queensland. The NZCC is expected to announce a decision on September 23, 2022 and the ACCC on September 29, 2022.
* thl owns 898,150 shares of ATL common stock, representing 0.5% of ATL common stock outstanding. While the share of the merged entity attributable to all ATL shareholders (including thl) is approximately 27.5%, the share of the merged entity attributable to ATL shareholders (excluding thl) is d approximately 27.4% and the share of the merged entity attributable to thl shareholders is approximately 72.6%. The merger ratio may be impacted by any new issuance of shares by thl after the date of this announcement.
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