LONDON: Primary Health Properties PLC (“PHP”) and Assura plc (“Assura”) announced Monday a recommended increased takeover offer for Assura, proposing a combination of cash and shares. The deal, structured under Part 28 of the U.K.’s Companies Act 2006, values Assura at approximately £1.79 billion ($2.27 billion).
Under the revised terms, Assura shareholders would receive 0.3865 new PHP shares and 12.5 pence in cash for each Assura share, along with a special dividend of 0.84 pence per share. Based on PHP’s closing price of 103.5 pence on June 20, the offer implies a total value of 53.3 pence per Assura share, representing a 5.8% premium over a competing final cash offer of 50.42 pence per share from a consortium led by Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP.
Including previously declared dividends, Assura shareholders would receive a total value of 55.0 pence per share. The deal also allows them to retain or receive:
- A 0.84 pence quarterly dividend paid in April.
- Another 0.84 pence dividend scheduled for July.
PHP shareholders will vote on the transaction, which is expected to close later this year. If approved, Assura shareholders would also be eligible for PHP’s November 2025 dividend.
The boards of both companies unanimously recommend the offer, citing strategic benefits in combining their healthcare property portfolios.
Harry Hyman, Non-Executive Chair of PHP said: The PHP Board continues to believe in the strong strategic rationale of the Combination, which will create a leading healthcare focussed listed REIT with the scale and expertise to deliver significant benefits for the Shareholders in PHP and Assura.
The Increased PHP Offer, which is expected to deliver earnings accretion to both sets of shareholders, allows Assura Shareholders to participate in significant upside compared to crystalising value in cash at an inflexion point in the current economic cycle, and benefit from the Combined Group’s likely long-term rating, continuing capital growth and a growing dividend.
The PHP Board welcomes the recommendation of the Assura Board and, as a significant individual shareholder in PHP, I look forward to the significant value creation potential in the future from the Combined Group.”
Commenting on the Increased PHP Offer, Ed Smith, Non-Executive Chair of Assura said: “Following recent engagement between PHP and Assura, PHP has today further increased the terms of its offer, and has also addressed some of the potential risks that Assura had previously raised.
The Assura Board has always been and will remain resolutely focused on carrying out its fiduciary duties in the interest of Assura Shareholders and in this context has decided to recommend this increased offer from PHP.”