Tourism Holdings (NZE:THL, ASX:THL) said it received an unsolicited, conditional, non-binding indicative proposal (NBIO) on June 15 from a special purpose vehicle representing a consortium of BGH Capital and the family interests of Luke and Karl Trouchet, to acquire all its shares for NZ$2.30 per share, either by way of a scheme of arrangement or a takeover offer, according to a Monday Australian bourse filing.

The company added that BGH has acquired a relevant interest in 19.99% or 44.2 million of its shares on issue, including 11.8% shares via conditional power to control the disposal of shares under a cooperation and exclusivity agreement with the Trouchet shareholders and 8.2% shares via the purchase of shares from Accident Compensation Corporation (ACC), ANZ New Zealand Investments and ANZ Bank New Zealand (NZE:ANZ, ASX:ANZ), and Wilson Asset Management (WAM).

Both ACC and ANZ remain substantial shareholders following these transactions, the filing added.

The shares were purchased from each of ACC and WAM at NZ$2.25 per share, and from ANZ at NZ$2.30 per share.

The company said that if BGH sells these shares within 12 months for a higher price, the original sellers will get extra payments to match the higher price while for ANZ's shares, there's also an extra payment if BGH buys shares on market within 20 business days at more than NZ$2.35, after costs.

The company has established a board subcommittee to consider and assess the merits of the offer, with Jarden serving as its financial advisor and MinterEllisonRuddWatts as its legal advisor.

Luke Trouchet has taken a leave of absence from his executive role with the company due to his involvement in the consortium with BGH.

The company added that it is aware of its recent performance being impacted by macroeconomic factors like tariffs and falling demand and said it is working on a range of initiatives to address these challenges.

The company's shares jumped 49% in recent Monday trade, earlier reaching their highest price since May 2024.