Bullish indicating open at $55-$60, IPO prices at $37
Investing.com -- Shares of Assura plc (LON:AGRP) rose more than 2% on Wednesday after the company agreed to a £1.70 billion final cash offer from Sana Bidco, a consortium backed by KKR and Stonepeak.
The healthcare property group rejected a rival bid from Primary Health Properties plc, citing concerns over financial structure and execution risks.
Under the terms of the recommended deal, Assura shareholders would receive 60 pence in cash per share.
They will also retain the previously declared interim dividends of 0.84 pence per share for April and July.
Including these payments, the offer represents a premium of 39.2% to the 37.4 pence closing price on Feb. 14, the last business day before the start of the offer period.
The board of Assura said the bid from Bidco values the company at approximately £1.696 billion on a fully diluted basis.
The final offer represents a 41.2% premium to the three-month volume-weighted average price and a 37.7% premium to the six-month average, both as of Feb. 13.
It also reflects a 19% premium to Assura’s EPRA net tangible assets per share of 50.4 pence as of March 31.
The offer is described by the company as "best and final," meaning the financial terms will not be increased except in exceptional circumstances permitted by the Takeover Panel.
In a statement, Assura said its board conducted a full review of both proposals and concluded that Bidco’s offer provided greater certainty.
Regulatory approvals for Bidco’s offer have been obtained from the State Administration for Market Regulation of the People’s Republic of China, the Israeli Competition Authority, and the Korea Fair Trade Commission. The offer is expected to secure all necessary clearances by the end of June.
Assura’s board unanimously recommended shareholders accept the Bidco offer and confirmed that directors with a combined 0.1% stake in the company intend to do so.
The company rejected the PHP offer, which was announced on May 16. It said the terms of the PHP proposal introduced significant financial risks, including increased leverage and refinancing obligations totaling approximately £2 billion.
The board also raised concerns about PHP’s plan to dispose of assets, including Assura’s UK primary care properties, to reduce debt.
Other reasons cited for rejecting the PHP offer included reduced exposure to long-dated, inflation-linked leases, a strategy Assura said has supported growth.
The board said combining with PHP would dilute this exposure, given PHP’s focus on outpatient medical real estate and shorter lease structures.
The board also warned that PHP’s integration plan, refinancing needs, and expected annual cost synergies of £15 million would create execution risk and financial uncertainty.
The Bidco offer is expected to proceed as a contractual takeover offer. An offer document is scheduled to be sent to shareholders by June 25, outlining the terms and procedure for accepting the offer.