LONDON: Spire Healthcare Group PLC, one of the United Kingdom’s largest independent hospital operators, has agreed to be acquired by a private consortium in a cash deal valued at approximately £1.03 billion, the companies announced Monday.

Tulip UK Bidco Ltd., a newly formed company backed by funds managed by Toscafund Asset Management LLP, THCP Advisory Ltd., and Ares Management Ltd., will pay 250 pence in cash for each Spire share, representing a 66.2% premium over the company’s closing price on May 13, the last trading day before a possible offer was announced.

The offer values Spire’s fully diluted share capital at roughly £1.03 billion and implies an enterprise value of about £2.31 billion, or 8.6 times the company’s adjusted EBITDA for the year ended Dec. 31, 2025.

Spire’s board has unanimously recommended that shareholders vote in favor of the deal, which will be implemented through a court-sanctioned scheme of arrangement under U.K. law. The transaction requires approval from shareholders and the court.

“The underlying quality, freehold property and well-invested asset base of the Spire Group are not fully reflected in its public market valuation,” Bidco said in a statement, adding that taking the company private would provide strategic and financial flexibility.

As an alternative to cash, eligible shareholders may elect to receive loan notes convertible into equity in the acquiring entity, capped at 28 million Spire shares, or about 8.5% of the scheme shares. Spire’s directors said they are unable to recommend the alternative offer and do not intend to participate in it.

Spire operates 38 hospitals and more than 55 clinics across England, Wales and Scotland, and treated over 1.36 million patients in 2025. The company said 98% of its inspected locations have received “Good” or “Outstanding” ratings from health regulators.

The acquisition follows an eight-month strategic review initiated in September 2025, during which Spire’s advisers contacted more than 60 potential buyers. The consortium’s offer was the only formal proposal that Spire’s board deemed sufficiently attractive to pursue.

Bidco has secured irrevocable undertakings from shareholders representing approximately 53.4% of Spire’s issued ordinary share capital to vote in favor of the deal.

The transaction is expected to close later this year, subject to regulatory and shareholder approvals. Spire shares are listed on the London Stock Exchange and are a constituent of the FTSE 250 index.

Debbie White, Spire’s Chair-Designate, said: “Spire has made significant progress in executing its strategy to strengthen care quality, diversify revenue streams and drive efficiencies across the UK’s largest independent integrated healthcare network. This has been reflected in a CAGR of 32 per cent. in adjusted free cash flow and an improvement in ROCE from 6.2 per cent. to 8.0 per cent. between FY22 and FY25. The Spire Directors remain confident in the long-term prospects of the business.

Notwithstanding this progress, there are further steps required to deliver the Company’s standalone plan and uncertainty and execution risk to doing so. The long-term prospects for independent healthcare in the UK are strong, but the trajectory has demonstrated much volatility in recent years and the ongoing cost pressures have been material, including from increases in national insurance contributions and the national minimum wage.

Having conducted a comprehensive strategic review, the Board is satisfied that the Acquisition represents the best available outcome for Spire Shareholders. The Cash Offer of 250 pence per share was higher than all other formal proposals received during this process, and provides certain value in cash today for Spire Shareholders.

As an experienced healthcare investor and the Company’s second largest shareholder, Toscafund has deep knowledge and experience of the business and its operations, and Toscafund has assured the Board of Spire that it is committed to providing the highest standards of care to patients.”

Martin Hughes, Chief Executive of Toscafund, said: “As Spire’s second-largest shareholder, we know the business well and believe strongly in its future. Our offer reflects our confidence in the care Spire’s hospitals provide, the people who deliver it and an ambition to achieve even more. Toscafund has a track record of backing successful healthcare businesses to grow and improve. As a private company, Spire would have the freedom to plan for the long term and the agility to move faster: investing in its hospitals and people, putting the latest technology to work and setting new standards in patient care.”