Primary Health Properties to acquire Assura in £1.68 billion deal

LONDON - Primary Health Properties Plc (LON:PHP) has announced a shares and cash offer to acquire all issued and to be issued ordinary share capital of Assura Plc, a transaction valued at approximately £1.68 billion. The offer, which is not contingent on antitrust or merger control approvals, is expected to be completed in the third quarter of 2025.

PHP’s offer includes 0.3769 new PHP shares plus 12.5 pence in cash for each Assura share. Assura shareholders will also retain dividends declared in April and expected in July, adding up to 1.68 pence per Assura share. This offer represents a 4.7% premium over a prior cash offer from a consortium and a significant premium over Assura’s share price before the offer period began.

The combination aims to create a leading UK REIT, with a portfolio valued at £6 billion, offering improved market presence, liquidity, and access to capital markets. PHP anticipates annual pre-tax cost synergies of approximately £9 million, contributing to earnings accretion and dividend growth.

Harry Hyman, Non-Executive Chair of PHP, highlighted the strategic and financial benefits of merging the UK’s two largest healthcare-focused REITs. He emphasized the potential for long-term value creation for shareholders, enhanced growth, and a quicker return to PHP’s average market rating through the combined entity.

Mark Davies, CEO of PHP, pointed out that the merger comes at a pivotal time for primary care real estate, with rising demand and government commitment to healthcare reform. He stressed the financial strength of the combined REIT and the expected cost synergies, urging shareholders to support the transaction.

The offer is structured as a takeover under Part 28 of the Companies Act 2006. Assura shareholders will receive detailed offer documents, and PHP shareholders will vote on the reverse takeover, as per UK Listing Rules.

The cash portion of the offer will be financed through new facilities agreed upon with lenders. PHP also reserves the right to declare dividends in the ordinary course, potentially adjusting the offer if dividends are declared or paid by Assura after the announcement.

Upon successful completion of the offer, PHP plans to cancel Assura’s listing and trading, reducing the liquidity of any remaining shares. PHP may also acquire any outstanding Assura shares compulsorily if it secures 90% acceptance of the offer.

This announcement is based on a press release statement, and further details are expected to be published in due course.

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