Assura accepts £1.79 bln takeover offer from Primary Health Properties

Investing.com -- Assura Plc (LON:AGRP) has accepted an increased takeover offer from Primary Health Properties PLC, valuing the company at about £1.79 billion. 

The revised offer, announced Monday, follows PHP’s earlier proposal and a competing bid from a private equity consortium.

Under the updated terms, Assura shareholders will receive 0.3865 new PHP shares and 12.5p in cash per share, along with a special dividend of 0.84p. 

Based on PHP’s closing share price of 103.5p on June 20, the combined consideration equates to 53.3p per Assura share. 

Including previously declared Assura dividends totaling 1.68p, the total value increases to 55.0p per share.

The offer represents a 5.8% premium to the 50.42p final proposal from Sana BidCo, a vehicle backed by funds managed by Kohlberg Kravis Roberts & Co. and Stonepeak Partners. 

It also reflects a 47.1% premium to Assura’s 37.4p closing share price on Feb. 13, the last business day before the offer period began, and a 49.1% premium to its one-month volume-weighted average price.

Assura’s board has withdrawn its previous support for the Sana BidCo offer and now recommends that shareholders accept PHP’s revised bid.

Assura shareholders would own about 48% of the enlarged group upon completion, which is expected to manage a £6 billion portfolio of healthcare infrastructure assets.

The Assura board said its decision followed discussions addressing capital structure and asset disposal concerns. 

PHP has confirmed advanced negotiations with investors regarding a joint venture for Assura’s private hospital portfolio and agreed to a disposal timeline aimed at maximizing shareholder value.

In addition, PHP has secured change-of-control waivers for Assura’s revolving credit facility and a revised two-year term loan maturity with Barclays (LON:BARC), extendable to 2029.

A mix-and-match facility will allow Assura shareholders to alter the ratio of cash and PHP shares received, subject to offsetting elections. 

Those who accepted the original PHP offer will automatically be deemed to have accepted the revised terms.

The cash element will be funded through a £1.225 billion unsecured loan arranged by Citibank, Lloyds (LON:LLOY) Bank, and the Royal Bank of Scotland (NYSE:RBS_old_old). PHP’s financial advisers confirmed that sufficient resources are in place to meet the cash component.

Assura shareholders will retain the 0.84p dividend paid in April and remain eligible for the 0.84p dividend scheduled for July 9. The 0.84p special dividend is conditional on the offer becoming unconditional.

The transaction remains subject to PHP shareholder approval, listing conditions, and foreign investment clearance in Ireland. A revised offer document will be issued, and the deadline for acceptance is on August 12.